Registration No. 333- - -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AXA EQUITABLE LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 13-5570651 (I.R.S. Employer Identification No.) 1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104 (212) 554-1234 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DODIE KENT VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL AXA EQUITABLE LIFE INSURANCE COMPANY 1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104 (212) 554-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) Please send copies of all communications to: CHRISTOPHER E. PALMER, ESQ. GOODWIN PROCTER LLP 901 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20001 - ------------------------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Title of each class Proposed maximum Proposed maximum of securities to be Amount to be offering price per aggregate offering Amount of registered registered unit price registration fee - ------------------------------------------------------------------------------------------------------------ Market value $500,000,000(2) (1) $500,000,000 $15,350(2) Adjustment Interests under Flexible Premium Annuity Contracts - ------------------------------------------------------------------------------------------------------------ (1) The securities are not issued in predetermined amounts or units. (2) Prior to the filing of this Registration Statement, $77,000,000 of securities of the registrant remained registered and unsold, pursuant to Registration Statement File No. 333-104713, which was filed with the Commission on April 23, 2003. The registration fee of $6,229.30 associated with the unsold securities has been offset from the registration fee of $15,350 associated with the securities registered pursuant to Rule 457(p) and such unsold securities are hereby deemed deregistered. A payment of $9,120.70, which accounts for the remainder of the registration fee, has been wired to Mellon Bank in Pittsburgh for deposit into the Commission's account. The registrant hereby amends this Registration Statement under the Securities Act of 1933 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE Registrant is filing this registration statement for the sole purpose of registering additional market value adjustment interests under deferred variable annuity contracts previously described in the prospectuses contained in this registration statement and in certain other prospectuses that are contained in Registrant's currently-effective Form S-3 registration statement (File No. 333-104713). In addition, Registrant is switching the registration from Form S-3 to S-1. Registrant incorporates herein by reference the prospectuses and any supplements thereto, which remain unchanged, that have been filed in that registration statement. Accumulator(R) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before taking any action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R)? Accumulator(R) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options or fixed maturity options ("investment options"). This contract is no longer available for new purchasers. This Prospectus is designed for current contract owners. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/BlackRock Basic Value Equity* o EQ/PIMCO Real Return o EQ/BlackRock International Value* o EQ/Short Duration Bond o EQ/Boston Advisors Equity Income o EQ/Small Cap Value+ o EQ/Calvert Socially Responsible o EQ/Small Company Growth+ o EQ/Capital Guardian Growth o EQ/Small Company Index o EQ/Capital Guardian International+ o EQ/TCW Equity++ o EQ/Capital Guardian Research o EQ/Templeton Growth o EQ/Capital Guardian U.S. Equity++ o EQ/UBS Growth and Income o EQ/Caywood-Scholl High Yield Bond o EQ/Van Kampen Comstock o EQ/Davis New York Venture o EQ/Van Kampen Emerging Markets o EQ/Equity 500 Index Equity o EQ/Evergreen International Bond o EQ/Van Kampen Mid Cap Growth o EQ/Evergreen Omega o EQ/Wells Fargo Montgomery Small o EQ/FI Mid Cap Cap++ o EQ/FI Mid Cap Value+ o Multimanager Aggressive Equity* o EQ/Franklin Income o Multimanager Core Bond* o EQ/Franklin Small Cap Value o Multimanager Health Care* o EQ/Franklin Templeton Founding o Multimanager High Yield* Strategy** o Multimanager International Equity* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Core Equity* o EQ/GAMCO Small Company Value o Multimanager Large Cap Growth* o EQ/International Growth o Multimanager Large Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Mid Cap Growth* o Multimanager Mid Cap Value* o Multimanager Technology* - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 45 and Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust or the EQ Advisors Trust (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the fixed maturity options, which is discussed later in this Prospectus. TYPES OF CONTRACTS. Contracts were offered for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA or Roth IRA. We offer "Rollover IRA" and "Roth Conversion IRA." o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $5,000 was required to purchase an NQ, Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is a part of one of the registration statements. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01472 Oregon only Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 5 How to reach us 6 Accumulator(R) at a glance -- key features 8 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 14 Condensed financial Information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can contribute to your contract 20 Owner and annuitant requirements 23 How you can make your contributions 23 What are your investment options under the contract? 23 Portfolios of the Trusts 24 Allocating your contributions 29 Your benefit base 31 Annuity purchase factors 31 Our baseBUILDER option 31 Guaranteed minimum death benefit 33 Your right to cancel within a certain number of days 34 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 35 - -------------------------------------------------------------------------------- Your account value and cash value 35 Your contract's value in the variable investment options 35 Your contract's value in the fixed maturity options 35 Insufficient account value 35 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 36 - -------------------------------------------------------------------------------- Transferring your account value 36 Disruptive transfer activity 36 Rebalancing your account value 37 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 38 - -------------------------------------------------------------------------------- Withdrawing your account value 38 How withdrawals are taken from your account value 39 How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit 39 Loans under Rollover TSA contracts 40 Surrendering your contract to receive its cash value 40 When to expect payments 40 Your annuity payout options 41 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 43 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 43 Charges that the Trusts deduct 44 Group or sponsored arrangements 45 Other distribution arrangements 45 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 46 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 46 How death benefit payment is made 47 Beneficiary continuation option 47 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 49 - -------------------------------------------------------------------------------- Overview 49 Contracts that fund a retirement arrangement 49 Transfers among investment options 49 Taxation of nonqualified annuities 49 Individual retirement arrangements (IRAs) 51 Tax-sheltered annuity contracts (TSAs) 60 Federal and state income tax withholding and information reporting 64 Special rules for contracts funding qualified plans 65 Impact of taxes to AXA Equitable 65 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 66 - -------------------------------------------------------------------------------- About Separate Account No. 45 and Separate Account No. 49 66 About the Trusts 66 About our fixed maturity options 66 About the general account 67 About other methods of payment 68 Dates and prices at which contract events occur 68 About your voting rights 69 About legal proceedings 69 Financial statements 69 Transfers of ownership, collateral assignments, loans and borrowing 69 Distribution of the contracts 70 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 72 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Guaranteed minimum death benefit example D-1 V -- Hypothetical illustrations E-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Term Page in Prospectus 5% Roll-Up to age 80 33 12 month dollar cost averaging 30 account value 35 administrative charge 43 annual Ratchet to age 80 33 annuitant 20 annuitization 41 annuity maturity date 42 annuity payout options 41 annuity purchase factors 31 automatic investment program 68 baseBUILDER 31 baseBUILDER Benefit charge 44 beneficiary 46 Beneficiary Continuation Option ("BCO") 47 benefit base 31 business day 68 cash value 35 charges for state premium and other applicable taxes 44 contract date 9 contract date anniversary 9 contract year 9 contributions to Roth IRAs 57 regular contributions 57 rollover and direct transfers 57 conversion contributions 58 contributions to traditional IRAs 51 regular contributions 51 rollovers and transfers 53 disability, terminal illness or confinement to nursing home 44 disruptive transfer activity 36 EQAccess 6 ERISA 40 fixed maturity options 29 free look 34 free withdrawal amount 43 general account 67 guaranteed minimum death benefit 32 guaranteed minimum income benefit 31 IRA cover IRS cover investment options cover lifetime required minimum distribution withdrawals 39 loan reserve account 40 loans under Rollover TSA contracts 40 market adjusted amount 29 market value adjustment 29 market timing 36 maturity dates 29 maturity value 29 Mortality and expense risks charge 43 NQ cover partial withdrawals 38 portfolio cover principal assurance allocation 30 processing office 6 Protection Plus(SM) 34 Protection Plus(SM) charge 44 QP cover rate to maturity 29 Rebalancing 37 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 30 Separate Account No. 45 and Separate Account No. 49 66 substantially equal withdrawals 38 successor owner and annuitant 47 systematic withdrawals 38 TOPS 6 TSA cover traditional IRA cover Trusts 66 unit 35 variable investment options 23 wire transmittals and electronic applications 68 withdrawal charge 43 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract. --------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials --------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit baseBUILDER Guaranteed Minimum Income Benefit --------------------------------------------------------------------------- 4 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 5 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the guaranteed minimum income benefit, if applicable. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); o access Frequently Asked Questions and Service Forms (not available through TOPS); and o change your EQAccess password (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); 6 Who is AXA Equitable? (2) conversion of a traditional IRA to a Roth Conversion IRA; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts; (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; and (14) death claims. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging; and (6) 12 month dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging; (3) rebalancing; (4) 12 month dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals and; (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, all must sign. Who is AXA Equitable? 7 Accumulator(R) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator(R)'s variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o 10 fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. -------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among investment options inside the contract. -------------------------------------------------------------------------------------------------------- Annuity contracts that were purchased as an Individual Retirement Annuity (IRA), Tax Sheltered Annuity (TSA) or to fund an employer retirement plan (QP or Qualified Plan) do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before you make any additional contributions to this contract, you should consider its features and benefits beyond tax deferral -- as well as its features, benefits and costs relative to any other investment that you may have chosen in connection with your retirement plan or arrangement -- to determine whether it meets your needs and goals. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ baseBUILDER(R) protection baseBUILDER combines a guaranteed minimum income benefit with a guaranteed minimum death benefit provided under the contract. The guaranteed minimum income benefit provides income protection for you during the annuitant's life once you elect to annuitize the contract. The guaranteed minimum death benefit provides a death benefit for the beneficiary should the annuitant die. - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Additional minimum: $1,000 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million. Under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ------------------------------------------------------------------------------------------------------------------------------------ Payout alternative o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ------------------------------------------------------------------------------------------------------------------------------------ 8 Accumulator(R) at a glance -- key features Additional features o Guaranteed minimum death benefit even if you do not elect baseBUILDER o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness or confinement to a nursing home o Protection Plus(SM), an optional death benefit available under certain contracts (subject to state availability) - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges o Daily charges on amounts invested in variable investment options for mortality and expense risks at a current annual rate of 1.35%. o Annual 0.30% benefit base charge for the optional baseBUILDER benefit until you exercise your guaranteed minimum income benefit, elect another annuity payout or the contract date anniversary after the annuitant reaches age 83, whichever occurs first. The annual benefit base charge is 0.15% if the 5% Roll-Up to age 70, if available, is elected. The benefit base is described under "Your benefit base" in "Contract features and benefits" later in this Prospectus. If you do not elect baseBUILDER, you still receive a guaranteed minimum death benefit under your contract at no additional charge. o An annual charge of 0.20% of the account value for the Protection Plus(SM) optional death benefit. o No sales charge deducted at the time you make contributions. During the first seven contract years following a contribution, a charge will be deducted from amounts that you withdraw that exceed 15% of your account value. We use the account value at the beginning of each contract year to calculate the 15% amount available. The charge begins at 7% in the first contract year following a contribution. It declines by 1% each year to 1% in the seventh contract year. There is no withdrawal charge in the eighth and later contract years following a contribution. -------------------------------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we received the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date appears in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. -------------------------------------------------------------------------------------------------------- o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuity payout option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase the variable immediate annuitization payout option. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trusts' portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee Table" later in this Prospectus for details. - ------------------------------------------------------------------------------------------------------------------------------------ Annuitant issue ages NQ: 0-83 Rollover IRA, Roth Conversion IRA, and Rollover TSA: 20-83 QP: 20-75 - ------------------------------------------------------------------------------------------------------------------------------------ THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE CONTRACT. IN SOME CASES, RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. Accumulator(R) at a glance -- key features 9 You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 Accumulator(R) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you pay when owning and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - -------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - -------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract, make certain withdrawals or apply your cash value to certain payout options).(1) 7.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - -------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - -------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10% Administrative 0.25% ---- Total Separate account annual expenses 1.35% - -------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect the optional benefit - -------------------------------------------------------------------------------- baseBUILDER benefit charge(2) (calculated as a percentage of the applicable benefit base. Deducted annually on each contract date anniversary for which the benefit is in effect) 0.30% - -------------------------------------------------------------------------------- Protection Plus(SM) benefit charge (calculated as a percentage of the account value. Deducted annually on each contract date anniver- sary for which the benefit is in effect) 0.20% - -------------------------------------------------------------------------------- Fee table 11 You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the invest- ment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(3) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------------- Manage- Other Portfolio Name ment Fees(4) 12b-1 Fees(5) Expenses(6) - -------------------------------------------------------------------------------------- AXA Premier VIP Trust: - -------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% AXA Conservative Allocation 0.10% 0.25% 0.22% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% AXA Moderate Allocation 0.10% 0.25% 0.17% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% Multimanager Core Bond* 0.59% 0.25% 0.18% Multimanager Health Care* 1.20% 0.25% 0.23% Multimanager High Yield* 0.58% 0.25% 0.18% Multimanager International Equity* 1.02% 0.25% 0.26% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% Multimanager Large Cap Value* 0.88% 0.25% 0.22% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% Multimanager Technology * 1.20% 0.25% 0.23% - -------------------------------------------------------------------------------------- EQ Advisors Trust: - -------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% EQ/BlackRock International Value* 0.82% 0.25% 0.21% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% EQ/Capital Guardian Research 0.65% 0.25% 0.13% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% EQ/Davis New York Venture 0.85% 0.25% 0.74% EQ/Equity 500 Index 0.25% 0.25% 0.13% EQ/Evergreen International Bond 0.70% 0.25% 0.23% EQ/Evergreen Omega 0.65% 0.25% 0.21% EQ/FI Mid Cap 0.68% 0.25% 0.15% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% - -------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Acquired Fund Fees Total Annual and Expenses Fee Waivers Net Total Expenses (Before and/or Expense Annual Expenses (Underlying Expense Reimburse- (After Expense Portfolio Name Portfolios)(7) Limitations) ments(8) Limitations) - ---------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - ---------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * -- 1.05% -- 1.05% Multimanager Core Bond* -- 1.02% (0.07)% 0.95% Multimanager Health Care* -- 1.68% 0.00% 1.68% Multimanager High Yield* -- 1.01% -- 1.01% Multimanager International Equity* -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 0.01% 1.56% (0.00)% 1.56% Multimanager Mid Cap Value* 0.03% 1.59% (0.00)% 1.59% Multimanager Technology * -- 1.68% 0.00% 1.68% - ---------------------------------------------------------------------------------------------------------- EQ Advisors Trust: - ---------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II -- 1.51% (0.36)% 1.15% EQ/BlackRock Basic Value Equity* -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index -- 0.63% -- 0.63% EQ/Evergreen International Bond -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega -- 1.11% 0.00% 1.11% EQ/FI Mid Cap -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ -- 1.11% (0.01)% 1.10% - ---------------------------------------------------------------------------------------------------------- 12 Fee table - -------------------------------------------------------------------------------------- Manage- Other Portfolio Name ment Fees(4) 12b-1 Fees(5) Expenses(6) - -------------------------------------------------------------------------------------- EQ/Franklin Income 0.90% 0.25% 0.38% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% EQ/Franklin Templeton Founding Strat- egy** 0.05% 0.25% 0.21% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% EQ/International Growth 0.85% 0.25% 0.35% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% EQ/Long Term Bond 0.43% 0.25% 0.15% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% EQ/Marsico Focus 0.85% 0.25% 0.13% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% EQ/Money Market 0.33% 0.25% 0.14% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% EQ/Mutual Shares 0.90% 0.25% 0.50% EQ/Oppenheimer Global 0.95% 0.25% 1.30% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% EQ/PIMCO Real Return 0.55% 0.25% 0.18% EQ/Short Duration Bond 0.43% 0.25% 0.14% EQ/Small Cap Value+ 0.73% 0.25% 0.15% EQ/Small Company Growth+ 1.00% 0.25% 0.17% EQ/Small Company Index 0.25% 0.25% 0.16% EQ/TCW Equity++ 0.80% 0.25% 0.16% EQ/Templeton Growth 0.95% 0.25% 0.64% EQ/UBS Growth and Income 0.75% 0.25% 0.17% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Acquired Fund Fees Total Annual and Expenses Fee Waivers Net Total Expenses (Before and/or Expense Annual Expenses (Underlying Expense Reimburse- (After Expense Portfolio Name Portfolios)(7) Limitations) ments(8) Limitations) - -------------------------------------------------------------------------------------------------------- EQ/Franklin Income -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strat- egy** 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value -- 1.17% 0.00% 1.17% EQ/International Growth -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity -- 1.12% (0.12)% 1.00% EQ/Long Term Bond -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value -- 1.13% (0.08)% 1.05% EQ/Marsico Focus -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ -- 1.05% -- 1.05% EQ/MFS Investors Trust+ -- 1.01% (0.06)% 0.95% EQ/Money Market -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth -- 1.16% (0.01)% 1.15% EQ/Mutual Shares -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ -- 1.21% (0.06)% 1.15% EQ/Templeton Growth -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ -- 1.51% (0.21)% 1.30% - -------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "About the Portfolios of the Trusts" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 15% free withdrawal amount, if applicable: The withdrawal charge percentage we use is determined by the contract year in which Contract you make the withdrawal or surrender your contract. For each contribution, we con- Year sider the contract year in which we receive that contribution to be "contract year 1") 1 ..............................7.00% 2 ..............................6.00% 3 ..............................5.00% 4 ..............................4.00% 5 ..............................3.00% 6 ..............................2.00% 7 ..............................1.00% 8+..............................0.00% (2) The baseBUILDER benefit charge is 0.15% if the 5% Roll-Up to age 70 was elected. (3) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (4) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (8) for any expense limitation agreement information. (5) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (6) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (8) for any expense limitation agreement information. Fee table 13 (7) Each of these variable investment options invest in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios (the "underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocation as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (8) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - ------------------------------------------------- Portfolio Name - ------------------------------------------------- Multimanager Aggressive Equity 1.03% Multimanager Health Care 1.63% Multimanager International Equity 1.52% Multimanager Large Cap Core Equity 1.33% Multimanager Large Cap Growth 1.33% Multimanager Large Cap Value 1.31% Multimanager Mid Cap Growth 1.52% Multimanager Mid Cap Value 1.58% Multimanager Technology 1.64% EQ/AllianceBernstein Common Stock 0.83% EQ/AllianceBernstein Growth and Income 0.92% EQ/AllianceBernstein Large Cap Growth 1.03% EQ/AllianceBernstein Small Cap Growth 1.11% EQ/AllianceBernstein Value 0.94% EQ/Ariel Appreciation II 1.01% EQ/BlackRock Basic Value Equity 0.93% EQ/Capital Guardian Growth 0.94% EQ/Capital Guardian Research 0.94% EQ/Capital Guardian U.S. Equity 0.94% EQ/Davis New York Venture 1.27% EQ/Evergreen Omega 1.05% EQ/FI Mid Cap 0.97% EQ/FI Mid Cap Value 1.09% EQ/GAMCO Mergers and Acquisitions 1.37% EQ/GAMCO Small Company Value 1.16% EQ/Janus Large Cap Growth 1.14% EQ/Legg Mason Value Equity 0.97% EQ/Lord Abbett Growth and Income 0.99% EQ/Lord Abbett Large Cap Core 0.99% EQ/Marsico Focus 1.14% EQ/MFS Emerging Growth Companies 1.03% EQ/MFS Investors Trust 0.94% EQ/Montag & Caldwell Growth 1.13% EQ/Mutual Shares 1.30% EQ/Small Cap Value 1.02% EQ/UBS Growth and Income 1.03% EQ/Van Kampen Comstock 0.99% EQ/Van Kampen Emerging Markets Equity 1.75% EQ/Van Kampen Mid Cap Growth 1.01% EQ/Wells Fargo Montgomery Small Cap 1.20% EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner, who has elected baseBUILDER and Protection Plus(SM) would pay in the situations illustrated. Since the Protection Plus(SM) feature only applies under certain contracts, expenses would be lower for contracts that do not have Protection Plus(SM). 14 Fee table The fixed maturity options and the 12 month dollar cost averaging program are not covered by the example. However, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated and that your investment has a 5% return each year. The example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 15 - ---------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ---------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ---------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,045.00 $ 1,556.00 $ 2,093.00 $ 3,759.00 AXA Conservative Allocation $ 1,024.00 $ 1,494.00 $ 1,991.00 $ 3,564.00 AXA Conservative-Plus Allocation $ 1,026.00 $ 1,497.00 $ 1,996.00 $ 3,574.00 AXA Moderate Allocation $ 1,031.00 $ 1,512.00 $ 2,021.00 $ 3,623.00 AXA Moderate-Plus Allocation $ 1,038.00 $ 1,534.00 $ 2,057.00 $ 3,691.00 Multimanager Aggressive Equity* $ 1,005.00 $ 1,434.00 $ 1,893.00 $ 3,376.00 Multimanager Core Bond* $ 1,001.00 $ 1,425.00 $ 1,878.00 $ 3,346.00 Multimanager Health Care* $ 1,071.00 $ 1,630.00 $ 2,214.00 $ 3,987.00 Multimanager High Yield* $ 1,000.00 $ 1,422.00 $ 1,873.00 $ 3,335.00 Multimanager International Equity* $ 1,055.00 $ 1,584.00 $ 2,138.00 $ 3,845.00 Multimanager Large Cap Core Equity* $ 1,036.00 $ 1,528.00 $ 2,047.00 $ 3,672.00 Multimanager Large Cap Growth* $ 1,038.00 $ 1,534.00 $ 2,057.00 $ 3,691.00 Multimanager Large Cap Value* $ 1,036.00 $ 1,528.00 $ 2,047.00 $ 3,672.00 Multimanager Mid Cap Growth* $ 1,058.00 $ 1,593.00 $ 2,153.00 $ 3,873.00 Multimanager Mid Cap Value* $ 1,061.00 $ 1,602.00 $ 2,169.00 $ 3,902.00 Multimanager Technology* $ 1,071.00 $ 1,630.00 $ 2,214.00 $ 3,987.00 - ---------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 983.00 $ 1,372.00 $ 1,790.00 $ 3,173.00 EQ/AllianceBernstein Growth and Income++ $ 992.00 $ 1,397.00 $ 1,831.00 $ 3,255.00 EQ/AllianceBernstein Intermediate Government Securities $ 988.00 $ 1,384.00 $ 1,810.00 $ 3,214.00 EQ/AllianceBernstein International $ 1,016.00 $ 1,469.00 $ 1,950.00 $ 3,485.00 EQ/AllianceBernstein Large Cap Growth $ 1,027.00 $ 1,500.00 $ 2,001.00 $ 3,584.00 EQ/AllianceBernstein Quality Bond $ 988.00 $ 1,384.00 $ 1,810.00 $ 3,214.00 EQ/AllianceBernstein Small Cap Growth $ 1,012.00 $ 1,456.00 $ 1,929.00 $ 3,446.00 EQ/AllianceBernstein Value $ 997.00 $ 1,413.00 $ 1,857.00 $ 3,305.00 EQ/Ariel Appreciation II $ 1,053.00 $ 1,577.00 $ 2,128.00 $ 3,826.00 EQ/BlackRock Basic Value Equity* $ 993.00 $ 1,400.00 $ 1,836.00 $ 3,265.00 EQ/BlackRock International Value* $ 1,029.00 $ 1,506.00 $ 2,011.00 $ 3,603.00 EQ/Boston Advisors Equity Income $ 1,015.00 $ 1,466.00 $ 1,945.00 $ 3,475.00 EQ/Calvert Socially Responsible $ 1,015.00 $ 1,466.00 $ 1,945.00 $ 3,475.00 EQ/Capital Guardian Growth $ 1,006.00 $ 1,438.00 $ 1,898.00 $ 3,386.00 EQ/Capital Guardian International+ $ 1,030.00 $ 1,509.00 $ 2,016.00 $ 3,613.00 EQ/Capital Guardian Research $ 1,002.00 $ 1,428.00 $ 1,883.00 $ 3,356.00 EQ/Capital Guardian U.S. Equity++ $ 1,002.00 $ 1,428.00 $ 1,883.00 $ 3,356.00 EQ/Caywood-Scholl High Yield Bond $ 1,002.00 $ 1,428.00 $ 1,883.00 $ 3,356.00 EQ/Davis New York Venture $ 1,087.00 $ 1,679.00 $ 2,294.00 $ 4,136.00 EQ/Equity 500 Index $ 960.00 $ 1,303.00 $ 1,675.00 $ 2,946.00 EQ/Evergreen International Bond $ 1,018.00 $ 1,475.00 $ 1,960.00 $ 3,505.00 EQ/Evergreen Omega $ 1,011.00 $ 1,453.00 $ 1,924.00 $ 3,436.00 EQ/FI Mid Cap $ 1,008.00 $ 1,444.00 $ 1,909.00 $ 3,406.00 - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ----------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 1,556.00 $ 2,093.00 $ 3,759.00 AXA Conservative Allocation N/A $ 1,494.00 $ 1,991.00 $ 3,564.00 AXA Conservative-Plus Allocation N/A $ 1,497.00 $ 1,996.00 $ 3,574.00 AXA Moderate Allocation N/A $ 1,512.00 $ 2,021.00 $ 3,623.00 AXA Moderate-Plus Allocation N/A $ 1,534.00 $ 2,057.00 $ 3,691.00 Multimanager Aggressive Equity* N/A $ 1,434.00 $ 1,893.00 $ 3,376.00 Multimanager Core Bond* N/A $ 1,425.00 $ 1,878.00 $ 3,346.00 Multimanager Health Care* N/A $ 1,630.00 $ 2,214.00 $ 3,987.00 Multimanager High Yield* N/A $ 1,422.00 $ 1,873.00 $ 3,335.00 Multimanager International Equity* N/A $ 1,584.00 $ 2,138.00 $ 3,845.00 Multimanager Large Cap Core Equity* N/A $ 1,528.00 $ 2,047.00 $ 3,672.00 Multimanager Large Cap Growth* N/A $ 1,534.00 $ 2,057.00 $ 3,691.00 Multimanager Large Cap Value* N/A $ 1,528.00 $ 2,047.00 $ 3,672.00 Multimanager Mid Cap Growth* N/A $ 1,593.00 $ 2,153.00 $ 3,873.00 Multimanager Mid Cap Value* N/A $ 1,602.00 $ 2,169.00 $ 3,902.00 Multimanager Technology* N/A $ 1,630.00 $ 2,214.00 $ 3,987.00 - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 1,372.00 $ 1,790.00 $ 3,173.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,397.00 $ 1,831.00 $ 3,255.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,384.00 $ 1,810.00 $ 3,214.00 EQ/AllianceBernstein International N/A $ 1,469.00 $ 1,950.00 $ 3,485.00 EQ/AllianceBernstein Large Cap Growth N/A $ 1,500.00 $ 2,001.00 $ 3,584.00 EQ/AllianceBernstein Quality Bond N/A $ 1,384.00 $ 1,810.00 $ 3,214.00 EQ/AllianceBernstein Small Cap Growth N/A $ 1,456.00 $ 1,929.00 $ 3,446.00 EQ/AllianceBernstein Value N/A $ 1,413.00 $ 1,857.00 $ 3,305.00 EQ/Ariel Appreciation II N/A $ 1,577.00 $ 2,128.00 $ 3,826.00 EQ/BlackRock Basic Value Equity* N/A $ 1,400.00 $ 1,836.00 $ 3,265.00 EQ/BlackRock International Value* N/A $ 1,506.00 $ 2,011.00 $ 3,603.00 EQ/Boston Advisors Equity Income N/A $ 1,466.00 $ 1,945.00 $ 3,475.00 EQ/Calvert Socially Responsible N/A $ 1,466.00 $ 1,945.00 $ 3,475.00 EQ/Capital Guardian Growth N/A $ 1,438.00 $ 1,898.00 $ 3,386.00 EQ/Capital Guardian International+ N/A $ 1,509.00 $ 2,016.00 $ 3,613.00 EQ/Capital Guardian Research N/A $ 1,428.00 $ 1,883.00 $ 3,356.00 EQ/Capital Guardian U.S. Equity++ N/A $ 1,428.00 $ 1,883.00 $ 3,356.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,428.00 $ 1,883.00 $ 3,356.00 EQ/Davis New York Venture N/A $ 1,679.00 $ 2,294.00 $ 4,136.00 EQ/Equity 500 Index N/A $ 1,303.00 $ 1,675.00 $ 2,946.00 EQ/Evergreen International Bond N/A $ 1,475.00 $ 1,960.00 $ 3,505.00 EQ/Evergreen Omega N/A $ 1,453.00 $ 1,924.00 $ 3,436.00 EQ/FI Mid Cap N/A $ 1,444.00 $ 1,909.00 $ 3,406.00 - ----------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------ If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 345.00 $ 1,056.00 $ 1,793.00 $ 3,759.00 AXA Conservative Allocation $ 324.00 $ 994.00 $ 1,691.00 $ 3,564.00 AXA Conservative-Plus Allocation $ 326.00 $ 997.00 $ 1,696.00 $ 3,574.00 AXA Moderate Allocation $ 331.00 $ 1,012.00 $ 1,721.00 $ 3,623.00 AXA Moderate-Plus Allocation $ 338.00 $ 1,034.00 $ 1,757.00 $ 3,691.00 Multimanager Aggressive Equity* $ 304.00 $ 934.00 $ 1,593.00 $ 3,376.00 Multimanager Core Bond* $ 301.00 $ 925.00 $ 1,578.00 $ 3,346.00 Multimanager Health Care* $ 371.00 $ 1,130.00 $ 1,914.00 $ 3,987.00 Multimanager High Yield* $ 300.00 $ 922.00 $ 1,573.00 $ 3,335.00 Multimanager International Equity* $ 355.00 $ 1,084.00 $ 1,838.00 $ 3,845.00 Multimanager Large Cap Core Equity* $ 336.00 $ 1,028.00 $ 1,747.00 $ 3,672.00 Multimanager Large Cap Growth* $ 338.00 $ 1,034.00 $ 1,757.00 $ 3,691.00 Multimanager Large Cap Value* $ 336.00 $ 1,028.00 $ 1,747.00 $ 3,672.00 Multimanager Mid Cap Growth* $ 358.00 $ 1,093.00 $ 1,853.00 $ 3,873.00 Multimanager Mid Cap Value* $ 361.00 $ 1,102.00 $ 1,869.00 $ 3,902.00 Multimanager Technology* $ 371.00 $ 1,130.00 $ 1,914.00 $ 3,987.00 - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 283.00 $ 872.00 $ 1,490.00 $ 3,173.00 EQ/AllianceBernstein Growth and Income++ $ 292.00 $ 897.00 $ 1,531.00 $ 3,255.00 EQ/AllianceBernstein Intermediate Government Securities $ 288.00 $ 884.00 $ 1,510.00 $ 3,214.00 EQ/AllianceBernstein International $ 316.00 $ 969.00 $ 1,650.00 $ 3,485.00 EQ/AllianceBernstein Large Cap Growth $ 327.00 $ 1,000.00 $ 1,701.00 $ 3,584.00 EQ/AllianceBernstein Quality Bond $ 288.00 $ 884.00 $ 1,510.00 $ 3,214.00 EQ/AllianceBernstein Small Cap Growth $ 312.00 $ 956.00 $ 1,629.00 $ 3,446.00 EQ/AllianceBernstein Value $ 297.00 $ 913.00 $ 1,557.00 $ 3,305.00 EQ/Ariel Appreciation II $ 353.00 $ 1,077.00 $ 1,828.00 $ 3,826.00 EQ/BlackRock Basic Value Equity* $ 293.00 $ 900.00 $ 1,536.00 $ 3,265.00 EQ/BlackRock International Value* $ 329.00 $ 1,006.00 $ 1,711.00 $ 3,603.00 EQ/Boston Advisors Equity Income $ 315.00 $ 966.00 $ 1,645.00 $ 3,475.00 EQ/Calvert Socially Responsible $ 315.00 $ 966.00 $ 1,645.00 $ 3,475.00 EQ/Capital Guardian Growth $ 306.00 $ 938.00 $ 1,598.00 $ 3,386.00 EQ/Capital Guardian International+ $ 330.00 $ 1,009.00 $ 1,716.00 $ 3,613.00 EQ/Capital Guardian Research $ 302.00 $ 928.00 $ 1,583.00 $ 3,356.00 EQ/Capital Guardian U.S. Equity++ $ 302.00 $ 928.00 $ 1,583.00 $ 3,356.00 EQ/Caywood-Scholl High Yield Bond $ 302.00 $ 928.00 $ 1,583.00 $ 3,356.00 EQ/Davis New York Venture $ 387.00 $ 1,179.00 $ 1,994.00 $ 4,136.00 EQ/Equity 500 Index $ 260.00 $ 803.00 $ 1,375.00 $ 2,946.00 EQ/Evergreen International Bond $ 318.00 $ 975.00 $ 1,660.00 $ 3,505.00 EQ/Evergreen Omega $ 311.00 $ 953.00 $ 1,624.00 $ 3,436.00 EQ/FI Mid Cap $ 308.00 $ 944.00 $ 1,609.00 $ 3,406.00 - ------------------------------------------------------------------------------------------------------ 16 Fee table - ---------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ---------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value+ $ 1,011.00 $ 1,453.00 $ 1,924.00 $ 3,436.00 EQ/Franklin Income $ 1,055.00 $ 1,584.00 $ 2,138.00 $ 3,845.00 EQ/Franklin Small Cap Value $ 1,225.00 $ 2,076.00 $ 2,928.00 $ 5,265.00 EQ/Franklin Templeton Founding Strategy** $ 1,060.00 $ 1,599.00 $ 2,164.00 $ 3,892.00 EQ/GAMCO Mergers and Acquisitions $ 1,050.00 $ 1,568.00 $ 2,113.00 $ 3,797.00 EQ/GAMCO Small Company Value $ 1,017.00 $ 1,472.00 $ 1,955.00 $ 3,495.00 EQ/International Growth $ 1,047.00 $ 1,559.00 $ 2,098.00 $ 3,768.00 EQ/Janus Large Cap Growth++ $ 1,031.00 $ 1,512.00 $ 2,021.00 $ 3,623.00 EQ/JPMorgan Core Bond $ 982.00 $ 1,369.00 $ 1,784.00 $ 3,163.00 EQ/JPMorgan Value Opportunities $ 1,000.00 $ 1,422.00 $ 1,873.00 $ 3,335.00 EQ/Legg Mason Value Equity $ 1,012.00 $ 1,456.00 $ 1,929.00 $ 3,446.00 EQ/Long Term Bond $ 981.00 $ 1,365.00 $ 1,779.00 $ 3,153.00 EQ/Lord Abbett Growth and Income $ 1,016.00 $ 1,469.00 $ 1,950.00 $ 3,485.00 EQ/Lord Abbett Large Cap Core $ 1,032.00 $ 1,515.00 $ 2,027.00 $ 3,633.00 EQ/Lord Abbett Mid Cap Value $ 1,013.00 $ 1,459.00 $ 1,934.00 $ 3,455.00 EQ/Marsico Focus $ 1,023.00 $ 1,491.00 $ 1,986.00 $ 3,554.00 EQ/MFS Emerging Growth Companies+ $ 1,005.00 $ 1,434.00 $ 1,893.00 $ 3,376.00 EQ/MFS Investors Trust+ $ 1,000.00 $ 1,422.00 $ 1,873.00 $ 3,335.00 EQ/Money Market $ 970.00 $ 1,331.00 $ 1,722.00 $ 3,039.00 EQ/Montag & Caldwell Growth $ 1,016.00 $ 1,469.00 $ 1,950.00 $ 3,485.00 EQ/Mutual Shares $ 1,068.00 $ 1,621.00 $ 2,199.00 $ 3,958.00 EQ/Oppenheimer Global $ 1,158.00 $ 1,884.00 $ 2,623.00 $ 4,733.00 EQ/Oppenheimer Main Street Opportunity $ 1,176.00 $ 1,935.00 $ 2,705.00 $ 4,878.00 EQ/Oppenheimer Main Street Small Cap $ 1,170.00 $ 1,920.00 $ 2,681.00 $ 4,835.00 EQ/PIMCO Real Return $ 997.00 $ 1,413.00 $ 1,857.00 $ 3,305.00 EQ/Short Duration Bond $ 980.00 $ 1,362.00 $ 1,774.00 $ 3,143.00 EQ/Small Cap Value+ $ 1,013.00 $ 1,459.00 $ 1,934.00 $ 3,455.00 EQ/Small Company Growth+ $ 1,043.00 $ 1,550.00 $ 2,083.00 $ 3,739.00 EQ/Small Company Index $ 965.00 $ 1,315.00 $ 1,696.00 $ 2,988.00 EQ/TCW Equity++ $ 1,021.00 $ 1,484.00 $ 1,975.00 $ 3,535.00 EQ/Templeton Growth $ 1,087.00 $ 1,679.00 $ 2,294.00 $ 4,136.00 EQ/UBS Growth and Income $ 1,017.00 $ 1,472.00 $ 1,955.00 $ 3,495.00 EQ/Van Kampen Comstock $ 1,009.00 $ 1,447.00 $ 1,914.00 $ 3,416.00 EQ/Van Kampen Emerging Markets Equity $ 1,080.00 $ 1,658.00 $ 2,259.00 $ 4,071.00 EQ/Van Kampen Mid Cap Growth $ 1,018.00 $ 1,475.00 $ 1,960.00 $ 3,505.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,053.00 $ 1,577.00 $ 2,128.00 $ 3,826.00 - ---------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - --------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value+ N/A $ 1,453.00 $ 1,924.00 $ 3,436.00 EQ/Franklin Income N/A $ 1,584.00 $ 2,138.00 $ 3,845.00 EQ/Franklin Small Cap Value N/A $ 2,076.00 $ 2,928.00 $ 5,265.00 EQ/Franklin Templeton Founding Strategy** N/A $ 1,599.00 $ 2,164.00 $ 3,892.00 EQ/GAMCO Mergers and Acquisitions N/A $ 1,568.00 $ 2,113.00 $ 3,797.00 EQ/GAMCO Small Company Value N/A $ 1,472.00 $ 1,955.00 $ 3,495.00 EQ/International Growth N/A $ 1,559.00 $ 2,098.00 $ 3,768.00 EQ/Janus Large Cap Growth++ N/A $ 1,512.00 $ 2,021.00 $ 3,623.00 EQ/JPMorgan Core Bond N/A $ 1,369.00 $ 1,784.00 $ 3,163.00 EQ/JPMorgan Value Opportunities N/A $ 1,422.00 $ 1,873.00 $ 3,335.00 EQ/Legg Mason Value Equity N/A $ 1,456.00 $ 1,929.00 $ 3,446.00 EQ/Long Term Bond N/A $ 1,365.00 $ 1,779.00 $ 3,153.00 EQ/Lord Abbett Growth and Income N/A $ 1,469.00 $ 1,950.00 $ 3,485.00 EQ/Lord Abbett Large Cap Core N/A $ 1,515.00 $ 2,027.00 $ 3,633.00 EQ/Lord Abbett Mid Cap Value N/A $ 1,459.00 $ 1,934.00 $ 3,455.00 EQ/Marsico Focus N/A $ 1,491.00 $ 1,986.00 $ 3,554.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,434.00 $ 1,893.00 $ 3,376.00 EQ/MFS Investors Trust+ N/A $ 1,422.00 $ 1,873.00 $ 3,335.00 EQ/Money Market N/A $ 1,331.00 $ 1,722.00 $ 3,039.00 EQ/Montag & Caldwell Growth N/A $ 1,469.00 $ 1,950.00 $ 3,485.00 EQ/Mutual Shares N/A $ 1,621.00 $ 2,199.00 $ 3,958.00 EQ/Oppenheimer Global N/A $ 1,884.00 $ 2,623.00 $ 4,733.00 EQ/Oppenheimer Main Street Opportunity N/A $ 1,935.00 $ 2,705.00 $ 4,878.00 EQ/Oppenheimer Main Street Small Cap N/A $ 1,920.00 $ 2,681.00 $ 4,835.00 EQ/PIMCO Real Return N/A $ 1,413.00 $ 1,857.00 $ 3,305.00 EQ/Short Duration Bond N/A $ 1,362.00 $ 1,774.00 $ 3,143.00 EQ/Small Cap Value+ N/A $ 1,459.00 $ 1,934.00 $ 3,455.00 EQ/Small Company Growth+ N/A $ 1,550.00 $ 2,083.00 $ 3,739.00 EQ/Small Company Index N/A $ 1,315.00 $ 1,696.00 $ 2,988.00 EQ/TCW Equity++ N/A $ 1,484.00 $ 1,975.00 $ 3,535.00 EQ/Templeton Growth N/A $ 1,679.00 $ 2,294.00 $ 4,136.00 EQ/UBS Growth and Income N/A $ 1,472.00 $ 1,955.00 $ 3,495.00 EQ/Van Kampen Comstock N/A $ 1,447.00 $ 1,914.00 $ 3,416.00 EQ/Van Kampen Emerging Markets Equity N/A $ 1,658.00 $ 2,259.00 $ 4,071.00 EQ/Van Kampen Mid Cap Growth N/A $ 1,475.00 $ 1,960.00 $ 3,505.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 1,577.00 $ 2,128.00 $ 3,826.00 - --------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value+ $ 311.00 $ 953.00 $ 1,624.00 $ 3,436.00 EQ/Franklin Income $ 355.00 $ 1,084.00 $ 1,838.00 $ 3,845.00 EQ/Franklin Small Cap Value $ 525.00 $ 1,576.00 $ 2,628.00 $ 5,265.00 EQ/Franklin Templeton Founding Strategy** $ 360.00 $ 1,099.00 $ 1,864.00 $ 3,892.00 EQ/GAMCO Mergers and Acquisitions $ 350.00 $ 1,068.00 $ 1,813.00 $ 3,797.00 EQ/GAMCO Small Company Value $ 317.00 $ 972.00 $ 1,655.00 $ 3,495.00 EQ/International Growth $ 347.00 $ 1,059.00 $ 1,798.00 $ 3,768.00 EQ/Janus Large Cap Growth++ $ 331.00 $ 1,012.00 $ 1,721.00 $ 3,623.00 EQ/JPMorgan Core Bond $ 282.00 $ 869.00 $ 1,484.00 $ 3,163.00 EQ/JPMorgan Value Opportunities $ 300.00 $ 922.00 $ 1,573.00 $ 3,335.00 EQ/Legg Mason Value Equity $ 312.00 $ 956.00 $ 1,629.00 $ 3,446.00 EQ/Long Term Bond $ 281.00 $ 865.00 $ 1,479.00 $ 3,153.00 EQ/Lord Abbett Growth and Income $ 316.00 $ 969.00 $ 1,650.00 $ 3,485.00 EQ/Lord Abbett Large Cap Core $ 332.00 $ 1,015.00 $ 1,727.00 $ 3,633.00 EQ/Lord Abbett Mid Cap Value $ 313.00 $ 959.00 $ 1,634.00 $ 3,455.00 EQ/Marsico Focus $ 323.00 $ 991.00 $ 1,686.00 $ 3,554.00 EQ/MFS Emerging Growth Companies+ $ 304.00 $ 934.00 $ 1,593.00 $ 3,376.00 EQ/MFS Investors Trust+ $ 300.00 $ 922.00 $ 1,573.00 $ 3,335.00 EQ/Money Market $ 270.00 $ 831.00 $ 1,422.00 $ 3,039.00 EQ/Montag & Caldwell Growth $ 316.00 $ 969.00 $ 1,650.00 $ 3,485.00 EQ/Mutual Shares $ 368.00 $ 1,121.00 $ 1,899.00 $ 3,958.00 EQ/Oppenheimer Global $ 458.00 $ 1,384.00 $ 2,323.00 $ 4,733.00 EQ/Oppenheimer Main Street Opportunity $ 476.00 $ 1,435.00 $ 2,405.00 $ 4,878.00 EQ/Oppenheimer Main Street Small Cap $ 470.00 $ 1,420.00 $ 2,381.00 $ 4,835.00 EQ/PIMCO Real Return $ 297.00 $ 913.00 $ 1,557.00 $ 3,305.00 EQ/Short Duration Bond $ 280.00 $ 862.00 $ 1,474.00 $ 3,143.00 EQ/Small Cap Value+ $ 313.00 $ 959.00 $ 1,634.00 $ 3,455.00 EQ/Small Company Growth+ $ 343.00 $ 1,050.00 $ 1,783.00 $ 3,739.00 EQ/Small Company Index $ 265.00 $ 815.00 $ 1,396.00 $ 2,988.00 EQ/TCW Equity++ $ 321.00 $ 984.00 $ 1,675.00 $ 3,535.00 EQ/Templeton Growth $ 387.00 $ 1,179.00 $ 1,994.00 $ 4,136.00 EQ/UBS Growth and Income $ 317.00 $ 972.00 $ 1,655.00 $ 3,495.00 EQ/Van Kampen Comstock $ 309.00 $ 947.00 $ 1,614.00 $ 3,416.00 EQ/Van Kampen Emerging Markets Equity $ 380.00 $ 1,158.00 $ 1,959.00 $ 4,071.00 EQ/Van Kampen Mid Cap Growth $ 318.00 $ 975.00 $ 1,660.00 $ 3,505.00 EQ/Wells Fargo Montgomery Small Cap++ $ 353.00 $ 1,077.00 $ 1,828.00 $ 3,826.00 - ----------------------------------------------------------------------------------------------------- Fee table 17 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "About the Portfolios of the Trusts" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT The following table summarizes our rules regarding contributions to your contract. All ages in the table refer to the age of the annuitant named in the contract. Initial contribution amounts are provided for informational purposes only. This contract is no longer available to new purchasers. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts that you own would then total more than $2,500,000. - -------------------------------------------------------------------------------- The "annuitant" is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- Annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions - -------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 83 o $1,000 (additional) o After-tax money. o No additional contributions may be made after attain- o $100 monthly and $300 o Paid to us by check or ment of age 84, or, if later, quarterly under our transfer of contract value in the first contract date anni- auto- matic investment a tax-deferred exchange versary. program (additional) under Section 1035 of the Internal Revenue Code. - -------------------------------------------------------------------------------------------------------------------------------- Rollover IRA 20 through 83 o $50 (additional) o Eligible rollover distribu- o No additional contributions tions from TSA contracts or may be made after attain- other 403(b) arrangements, ment of age 84, or, if later, qualified plans, and govern- the first contract date mental employer 457(b) anniversary. plans. o Contributions after age 70-1/2 o Rollovers from another must be net of required traditional individual retire- minimum distributions. ment arrangement. o Although we accept regular o Direct custodian-to- IRA contributions (limited to custodian transfers from $4,000 for 2007 and another traditional indi- $5,000 for 2008) under vidual retirement rollover IRA contracts, we arrangement. intend that this contract be used primarily for rollover o Regular IRA contributions. and direct transfer contribu- tions. o Additional "catch-up" contributions. o Additional catch-up contri- butions of up to $1,000 can be made where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - -------------------------------------------------------------------------------------------------------------------------------- 20 Contract features and benefits - -------------------------------------------------------------------------------------------------------------------------------- Annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions - -------------------------------------------------------------------------------------------------------------------------------- Roth Conversion 20 through 83 o $50 (additional) o Rollovers from another o No additional contributions IRA Roth IRA. may be made after attain- ment of age 84, or, if later, o Rollovers from a "desig- the first contract date nated Roth contribution anniversary. account" under a 401(k) plan or 403(b) o Conversion rollovers after arrangement. age 70-1/2 must be net of required minimum distribu- o Conversion rollovers from a tions for the traditional IRA traditional IRA. you are rolling over. o Direct transfers from o You cannot roll over funds another Roth IRA. from a traditional IRA if your adjusted gross income is o Regular Roth IRA $100,000 or more. contributions. o Although we accept regular o Additional catch-up contri- Roth IRA contributions (lim- butions. ited to $4,000 for 2007 and $5,000 for 2008) under Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 can be made where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - ---------------------------------------------------------------------------------------------------------------------------- Rollover TSA 20 through 83 o $1,000 (additional) o Direct transfers of pre-tax o No additional contributions funds from another contract may be made after attain- or arrangement under Sec- ment of age 84, or, if later, tion 403(b) of the Internal the first contract date Revenue Code, complying anniversary. with IRS Revenue Ruling 90-24. o Rollover or direct transfer contributions after age 70-1/2 o Eligible rollover distribu- must be net of any required tions of pre-tax funds from minimum distributions. other 403(b) plans, quali- fied plans. Subsequent o We do not accept employer- contributions may also be remitted contributions. rollovers from, governmen- tal employer 457(b) plans and Traditional IRAs. - ---------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 21 - ---------------------------------------------------------------------------------------------------------------------------- Annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions - ---------------------------------------------------------------------------------------------------------------------------- QP 20 through 75 o $1,000 (additional) o Only transfer contributions o A separate QP contract must from other investments be established for each plan within an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contribu- o The plan must be qualified tions, or any other under Section 401(a) of the contributions from the Internal Revenue Code. employer. o For 401(k) plans, trans- o Only one additional transfer ferred contributions may contribution may be made not include any after-tax during a contract year. contributions, including designated Roth contribu- o No additional transfer con- tions. tributions may be made after attainment of age 76, or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ---------------------------------------------------------------------------------------------------------------------------- See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 22 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. If you purchased this contract to fund a charitable remainder trust, the Guaranteed minimum income benefit, generally, was not available to you. Subject to our rules, the baseBUILDER benefit may have been available. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of your guaranteed benefits. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options and the fixed maturity options. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. Contract features and benefits 23 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 24 Contract features and benefits - --------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - --------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - --------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - --------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - --------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - --------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - --------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - --------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - --------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - --------------------------------------------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - --------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - --------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 25 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth o BlackRock Investment Management of VALUE(13) income, accompanied by growth of capital. International Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks o AXA Equitable FOUNDING STRATEGY(**) income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- o JPMorgan Investment Management Inc. erate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ 26 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC CORE able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of o BlackRock Financial Management, Inc. principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary consideration. (Americas) Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ------------------------------------------------------ FN Portfolio Name until May 29, 2007 - ------------------------------------------------------ (1) AXA Premier VIP Aggressive Equity - ------------------------------------------------------ (2) AXA Premier VIP Core Bond - ------------------------------------------------------ (3) AXA Premier VIP Health Care - ------------------------------------------------------ (4) AXA Premier VIP High Yield - ------------------------------------------------------ (5) AXA Premier VIP International Equity - ------------------------------------------------------ (6) AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------ (7) AXA Premier VIP Large Cap Growth - ------------------------------------------------------ (8) AXA Premier VIP Large Cap Value - ------------------------------------------------------ (9) AXA Premier VIP Mid Cap Growth - ------------------------------------------------------ (10) AXA Premier VIP Mid Cap Value - ------------------------------------------------------ (11) AXA Premier VIP Technology - ------------------------------------------------------ (12) EQ/Mercury Basic Value Equity - ------------------------------------------------------ (13) EQ/Mercury International Value - ------------------------------------------------------ ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 28 Contract features and benefits FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied: (i) the fixed maturity option's maturity date is within the current calendar year; or (ii) the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options. These amounts become part of a non-unitized Separate Account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- The rate to maturity you will receive for each fixed maturity option is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution. On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity options ending on February 15th for each of the maturity years 2008 through 2017. Not all of these fixed maturity options will be available for annuitant ages 76 and older. See "Allocating your contributions" below. As fixed maturity options expire, we expect to add maturity years so that generally 10 fixed maturity options are available at any time. YOUR CHOICES AT THE MATURITY DATE. We will notify you on or before December 31st of the year before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed above or in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option or into any of the variable investment options; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the next available fixed maturity option with the earliest maturity date. As of February 15, 2007 the next available maturity date was February 15, 2008. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate to maturity in effect at that time for new allocations to that same fixed maturity option, and (b) the length of time remaining until the maturity date. If fixed maturity options interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity options interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose from among three ways to allocate your contributions under your contract: self-directed, principal assurance (at contract issue only), or dollar cost averaging. We allocate subsequent contributions according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial Contract features and benefits 29 professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. The total of your allocations must equal 100%. If the annuitant is age 76 or older, you may allocate contributions to fixed maturity options if their maturities are five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the February 15th immediately following the date annuity payments are to begin. PRINCIPAL ASSURANCE ALLOCATION Principal assurance allocation is only available at contract issue. If you chose this allocation program, you selected a fixed maturity option. We specified a portion of your initial contribution and allocated it to that fixed maturity option in an amount that will cause the maturity value to equal the amount of your entire initial contribution on the fixed maturity option's maturity date. The maturity date you selected generally could not be later than 10 years, or earlier than 7 years from your contract date. If you were to make any withdrawals or transfers from the fixed maturity option before the option's maturity date, the amount in the fixed maturity option will be adjusted and may no longer grow to equal your initial contribution under the principal assurance allocation. Principal assurance was not available if none of those maturity dates were available at the time your contract was issued. You allocated the remainder of your initial contribution to the variable investment options however you chose. For example, if your initial contribution is $10,000, and on February 15, 2007 you chose the fixed maturity option with a maturity date of February 15, 2017 since the rate to maturity was 4.29% on February 15, 2007, we would have allocated $6,568 to that fixed maturity option and the balance to your choice of variable investment options. On the maturity date your value in the fixed maturity option would be $10,000. The principal assurance allocation was only available for annuitant ages 75 or younger when the contract was issued. If you anticipated taking required minimum distributions, you should have considered whether your values in the variable investment options would be sufficient to meet your required minimum distributions. See "Tax information" later in this Prospectus. You could not have elected principal assurance if you participated in the 12 month dollar cost averaging program at application. DOLLAR COST AVERAGING We offer two dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to the variable investment options by periodically transferring approximately the same dollar amount to the variable investment options you select. This will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- 12 MONTH DOLLAR COST AVERAGING PROGRAM. You may dollar cost average from the EQ/Money Market option into any of the other variable investment options. You may elect to participate in the 12 month dollar cost averaging program at any time subject to the age limitation on contributions described in Section 1 of this Prospectus. Contributions into the account for 12 month dollar cost averaging may not be transfers from other investment options. You must have allocated your entire initial contribution into the EQ/Money Market option if you selected the 12 month dollar cost averaging program at application to purchase an Accumulator(R) contract; thereafter initial allocations to any new 12 month dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time. We will transfer your value in the EQ/Money Market option into the other variable investment options that you select over the next 12 months or such other period we may offer. Once the time period then in effect has run, you may then select to participate in the dollar cost averaging program for an additional time period. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, the transfer date will be the same day of the month as the contract date, but not later than the 28th. For a 12 month dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the 12 month dollar cost averaging program, but not later than the 28th of the month. All amounts will be transferred out by the end of the time period then in effect. Under this program we will not deduct the mortality and expense risks, administrative, and distribution charges from assets in the EQ/Money Market option. You may not transfer amounts to the EQ/Money Market option established for this program that are not part of the 12 month dollar cost averaging program. The only amounts that should be transferred from the EQ/Money Market option are your regularly scheduled transfers to the other variable investment options. If you request to transfer or withdraw any other amounts from the EQ/Money Market option, we will transfer all of the value that you have remaining in the account for 12 month dollar cost averaging to the investment options according to the allocation percentages we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value 30 Contract features and benefits transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly, or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. The maximum amount we will transfer is equal to your value in the EQ/Money Market option at the time the program is elected, divided by the number of transfers scheduled to be made. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. ---------------------------------- You may not elect general dollar cost averaging or 12 month dollar cost averaging if you are participating in the rebalancing program. You may only participate in one dollar cost averaging program at a time. See "Transfers among investment options" later in this Prospectus. You could not elect the 12 month dollar cost averaging program if you elected the principal assurance program at application. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits, see "Your benefit base" below. YOUR BENEFIT BASE The benefit base is used to calculate both the guaranteed minimum income benefit and the 5% Roll-Up to age 80 guaranteed minimum death benefit. Your benefit base is not an account value or a cash value. See "Our baseBUILDER option" and "Guaranteed minimum death benefit" below. The benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make. The amount of this deduction is described under "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus; less o a deduction for any withdrawal charge remaining when you exercise your guaranteed minimum income benefit. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to the benefit base is: o 5% or 6%, depending on your contract issue date, for the benefit base with respect to the variable investment options (other than the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond and EQ/Short Duration Bond options) and the account for 12 month dollar cost averaging; and o 3% for the benefit base with respect to the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond and EQ/Short Duration Bond options, the fixed maturity options and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the annuitant's 80th birthday. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the guaranteed minimum income benefit and annuity payout options. The guaranteed minimum income benefit is discussed under "Our baseBUILDER option" and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. The guaranteed annuity purchase factors are those factors specified in your contract. The current annuity purchase factors are any more favorable factors that may be in effect at any given time. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit and the annuitant's (and any joint annuitant's) age and sex in certain instances. OUR BASEBUILDER OPTION The following section provides information about the baseBUILDER option, which was only available at the time you purchased your contract, if the annuitant was age 20 through 75. The baseBUILDER option combines a guaranteed minimum income benefit with the guaranteed minimum death benefit that was provided under your contract. For Rollover IRA and Rollover TSA contracts where the annuitant was between ages 20 and 60 at contract issue, we offered an additional guaranteed minimum death benefit of a 5% Roll-Up to age 70. If you elected the baseBUILDER option at purchase, you pay an additional charge that is described under "baseBUILDER benefit charge" in "Charges and expenses" later in this Prospectus. If you purchased your contract to fund a Charitable Remainder Trust, the guaranteed minimum income benefit was, generally, not available to you. Subject to our rules, the baseBUILDER benefit might have been available for certain split-funded Charitable Remainder Trusts. The guaranteed minimum income benefit component of the baseBUILDER option is described below. Whether you elected the baseBUILDER option or not, the guaranteed minimum death benefit was provided under the contract. The guaranteed minimum death benefit is described under "Guaranteed minimum death benefit" below in this section. The guaranteed minimum income benefit guarantees you a minimum amount of lifetime income under our Income Manager(SM) contract. Only a life with a period certain Income Manager(SM) payout annuity contract is available. You choose whether you want the option to be paid on a single or joint life basis at the time you exercise the option. The maximum period certain available under the Income Manager(SM) payout option is 10 years. This period may be shorter, depending on the annuitant's age, as follows: Contract features and benefits 31 Level Payments - ----------------------------------------------- Period certain years - ----------------------------------------------- Annuitant's Age at exercise IRAs NQ - ----------------------------------------------- 60 to 75 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 - ----------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The guaranteed minimum income benefit, which is also known as a living benefit, should be regarded as a safety net only. It provides income protection if you elect an income payout while the annuitant is alive. - -------------------------------------------------------------------------------- When you exercise the guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your guaranteed minimum income benefit which is calculated by applying your benefit base, less any applicable withdrawal charge remaining, at guaranteed annuity purchase factors or (ii) the income provided by applying your account value at our then current annuity purchase factors. For Rollover TSA only, we will subtract from the benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments respectively, due to the effect of interest compounding. The benefit base is applied only to the baseBUILDER guaranteed purchase annuity factors in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of guaranteed minimum income benefit" below. The guaranteed minimum income benefit provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your Income Manager(SM) benefit under baseBUILDER are more conservative than the guaranteed annuity purchase factors we use for the Income Manager(SM) payout annuity option. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the baseBUILDER Income Manager(SM) will be smaller than each periodic payment under the Income Manager(SM) payout annuity option. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. The table below illustrates the guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the contract date anniversaries indicated, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond or EQ/Short Duration Bond options, or the fixed maturity options. - --------------------------------------------------------- Guaranteed minimum income benefit -- annual Contract Date income payable for life with Anniversary at exercise 10 year period certain - --------------------------------------------------------- 7 $ 8,315 10 $10,342 15 $14,925 - --------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the guaranteed minimum income benefit. You must return your contract to us along with any required information within 30 days following your contract date anniversary, in order to exercise this benefit. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. Payments are always made on the 15th of the month and generally begin one payment mode from issue. You may choose to take a withdrawal prior to exercising the guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death. You will be eligible to exercise the guaranteed minimum income benefit during your life and the annuitant's life, as follows: o If the annuitant was at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If the annuitant was at least age 45 and no older than age 53 when the contract was issued, you are eligible to exercise the guaranteed minimum income benefit within 30 days following each contract date anniversary after the annuitant is age 60. o If the annuitant was at least age 54 and no older than age 75 when the contract was issued, you are eligible to exercise the guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 7th contract date anniversary. 32 Contract features and benefits Please note: (i) the latest date you may exercise the guaranteed minimum income benefit is the contract date anniversary following the annuitant's 83rd birthday; (ii) if the annuitant was older than age 63 at the time an IRA, QP or Rollover TSA contract was issued, the baseBUILDER option may not be an appropriate feature because the minimum distributions required by tax law must begin before the guaranteed minimum income benefit can be exercised; (iii) for Accumulator(R) QP contracts, the Plan participant can exercise the baseBUILDER option only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) QP contract into an Accumulator(R) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise; (iv) for Accumulator(R) Rollover TSA contracts, you may exercise the baseBUILDER option only if you effect a rollover of the TSA contract to an Accumulator(R) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) for a successor owner/annuitant the earliest exercise date will be based on the original contract date and the age of the successor owner/annuitant as of the Processing Date successor owner/ annuitant takes effect; and (vi) if you are the owner but not the annuitant and you die prior to exercise, then the following applies: o A successor owner who is not the annuitant may not be able to exercise the baseBUILDER option without causing a tax problem. You should consider naming the annuitant as successor owner, or if you do not name a successor owner, as the sole primary beneficiary. You should carefully review your successor owner and/or beneficiary designations at least one year prior to the first contract date anniversary on which you could exercise the benefit. o If the successor owner is the annuitant, the baseBUILDER option continues only if the benefit could be exercised under the rules described above on a contract date anniversary that is within one year following the owner's death. This would be the only opportunity for the successor owner to exercise. If the baseBUILDER option cannot be exercised within this timeframe, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. o If you designate your surviving spouse as successor owner, the baseBUILDER option continues and your surviving spouse may exercise the benefit according to the rules described above even if your spouse is not the annuitant and even if the benefit is exercised more than one year after your death. If your surviving spouse dies prior to exercise, the rule described in the previous bullet applies. o A successor owner or beneficiary that is a trust or other non- natural person may not exercise the benefit; in this case, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. See "When an NQ contract owner dies before the annuitant" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract's value" and "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" in "Accessing you money" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT A guaranteed minimum death benefit was provided as part of the baseBUILDER benefit. A guaranteed minimum death benefit was also provided under your contract even if you did not elect baseBUILDER. In this case, the baseBUILDER benefit charge does not apply. GUARANTEED MINIMUM DEATH BENEFIT APPLICABLE FOR ANNUITANTS WHO WERE AGES 0 THROUGH 79 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 79 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. You must have elected either: the "5% Roll-Up to age 80" or the "annual ratchet to age 80" guaranteed minimum death benefit when you applied for a contract. Once you made your election, you cannot change it. 5% ROLL-UP TO AGE 80. This guaranteed minimum death benefit is equal to the benefit base described earlier in "Your benefit base." ANNUAL RATCHET TO AGE 80. On the contract date, your guaranteed minimum death benefit equaled your initial contribution. Then, on each contract date anniversary, we determine your guaranteed minimum death benefit by comparing your current guaranteed minimum death benefit to your account value on that contract date anniversary. If your account value is higher than your guaranteed minimum death benefit, we will increase your guaranteed minimum death benefit to equal your account value. On the other hand, if your account value on the contract date anniversary is less than your guaranteed minimum death benefit, we will not adjust your guaranteed minimum death benefit either up or down. If you make additional contributions, we will increase your current guaranteed minimum death benefit by the dollar amount of the contribution on the date the contribution is allocated to your investment options. If you take a withdrawal from your contract, we will reduce your guaranteed minimum death benefit on the date you take the withdrawal. GUARANTEED MINIMUM DEATH BENEFIT APPLICABLE FOR ANNUITANTS WHO WERE AGES 80 THROUGH 83 AT ISSUE OF NQ, ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS. On the contract date, your guaranteed minimum death benefit equaled your initial contribution. Thereafter, it is increased by the dol- Contract features and benefits 33 lar amount of any additional contributions. We will reduce your guaranteed minimum death benefit if you take any withdrawals. ---------------------------------- Please see both "Insufficient account value" in "Determining your contract's value" and "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for information on these guaranteed benefits. See Appendix IV at the end of this Prospectus for an example of how we calculate the guaranteed minimum death benefit. PROTECTION PLUS(SM) The following section provides information about the Protection Plus(SM) option, which was only available at the time you purchased your contract. If Protection Plus(SM) was not elected when the contract was first issued, neither the owner nor the successor owner/annuitant can add it subsequently. Protection Plus(SM) is an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential consequences of having purchased the Protection Plus(SM) feature in an NQ or IRA contract. If the annuitant was 69 or younger when we issued your contract (or if the successor owner/annuitant is 69 or younger when he or she becomes the successor owner/annuitant), the death benefit will be: the greater of: o the account value or o any applicable guaranteed minimum death benefit Increased by: 40% of the lesser of: o the total net contributions or o the death benefit less total net contributions For purposes of calculating your Protection Plus(SM) benefit, the following applies: (i) "Net contributions" are the total contributions made (or, if applicable, the total amount that would otherwise have been paid as a death benefit had the successor owner/annuitant election not been made plus any subsequent contributions) reduced on a pro rata basis to reflect withdrawals (including surrender charges and loans). Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce net contributions by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the contributions aggregated $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and net contributions after the withdrawal would be $24,000 ($40,000-$16,000); (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable guaranteed minimum death benefit as of the date of death. If the annuitant was age 70 through 75 when we issued your contract (or if the successor owner/annuitant is between the ages of 70 and 75 when he or she becomes the successor owner/annuitant under a contract where Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable guaranteed minimum death benefit Increased by: 25% of the lesser of: o the total net contributions (as described above) or o the death benefit (as described above) less total net contributions YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS This is provided for informational purposes only. Since this contract is no longer available to new purchasers, this cancellation provision is no longer applicable. If for any reason you are not satisfied with your contract, you may return it to us for a refund of the full amount of your contribution. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. 34 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) market adjusted amounts in the fixed maturity options; and (iii) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) any applicable withdrawal charges and (ii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option less daily charges for: (i) mortality and expense risks; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the baseBUILDER and/or Protection Plus(SM) benefit charge, the number of units credited to your contract will be reduced. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all of your rights under your contract and any applicable guaranteed benefits. Determining your contract's value 35 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer to a fixed maturity option that matures in the current calendar year or that has a rate to maturity of 3% or less. o You may not transfer any amount to the 12 month dollar cost averaging program. o If the annuitant is 76 or older, you must limit your transfers to fixed maturity options to those with maturities of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the February 15th immediately following the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date the transfer may cause a market value adjustment. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "trusts"), The trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the trust obtains from us contract owner trading activity. The trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. 36 Transferring your money among investment options When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, neither trust had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer a rebalancing program that you can use to automatically reallocate your account value among the variable investment options. You must tell us: (a) the percentage you want invested in each variable investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually or annually on a contract year basis). Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. While your rebalancing program is in effect, we will transfer amounts among the variable investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. Your entire account value in the variable investment options must be included in the rebalancing program. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- You may elect the rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while the rebalancing program is in effect we will process the transfer as requested; your rebalancing allocations will not be changed and the rebalancing program will remain in effect unless you request that it be canceled in writing. You may not elect the rebalancing program if you are participating in the general dollar cost averaging or 12 month dollar cost averaging program. Rebalancing is not available for amounts you have allocated in the fixed maturity options. Transferring your money among investment options 37 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus and "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal - -------------------------------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- QP Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes - -------------------------------------------------------------------------------- * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 15% free withdrawal amount (see "15% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. SYSTEMATIC WITHDRAWALS (All contracts except QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions.) You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 1.2% monthly, 3.6% quarterly and 15.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, the amount or the percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 15% free withdrawal amount. SUBSTANTIALLY EQUAL WITHDRAWALS (All IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. 38 Accessing your money You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals are not subject to a withdrawal charge. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus.) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. Currently, we do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our "automatic required minimum distribution (RMD) service" except if when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 15% free withdrawal amount. Under Rollover TSA contracts, you may not elect minimum distribution withdrawals if a loan is outstanding. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options. If there is insufficient value or no value in the variable investment options, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in order of the earliest maturity date(s) first. A market value adjustment may apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED MINIMUM DEATH BENEFIT Withdrawals will reduce your guaranteed benefits on either a dollar-for-dollar basis or on a pro rata basis as explained below: INCOME BENEFIT AND DEATH BENEFIT 5% ROLL-UP TO AGE 80 -- If you elected the 5% Roll-Up to age 80 guaranteed minimum death benefit, your benefit base will be reduced on a dollar-for-dollar basis as long as the sum of your withdrawals in a contract year is 5% or less of the benefit base on the most recent contract date anniversary. Once you take a withdrawal that causes the sum of your withdrawals in a contract year to exceed 5% of the benefit base on the most recent contract date anniversary, that withdrawal and any subsequent withdrawals in that same contract year will reduce your benefit base on a pro rata basis. Additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. The timing of your withdrawals and whether they exceed the 5% threshold described above can have a significant impact on your guaranteed minimum income benefit or guaranteed minimum death benefit. ANNUAL RATCHET TO AGE 80 -- If you elected the annual ratchet to age 80 guaranteed minimum death benefit, each withdrawal will reduce your income and death benefit on a pro rata basis. ANNUITANT ISSUE AGES 80 THROUGH 83 -- If your contract was issued when the annuitant was between ages 80 and 83, each withdrawal will always reduce your current guaranteed minimum death benefit on a pro rata basis. ---------------------------------- Accessing your money 39 Reduction on a dollar-for-dollar basis means that your current benefit will be reduced by the dollar amount of the withdrawal. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by that same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your guaranteed minimum death benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x.40) and your new guaranteed minimum death benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. Your contract contains further details of the loan provision. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options. If there is insufficient value or no value in the variable investment options, any additional amount of the loan will be subtracted from the fixed maturity options in order of the earliest maturity date(s) first. A market value adjustment may apply. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the annuitant is living and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of that date. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the fixed maturity options (other than for death benefits) for up to six months while 40 Accessing your money you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age when the contract was issued. In addition, if your are exercising your guaranteed minimum income benefit under baseBUILDER, your choice of payout options are those that are available under the baseBUILDER (see "Our baseBUILDER option" in "Contract features and benefits" earlier in this Prospectus). - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for annuitants age 83 Period certain annuity or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contract that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15 or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may pro- Accessing your money 41 vide higher or lower income levels but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Income Manager(SM) NQ and IRA payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the baseBUILDER benefit option, different payout options may apply, as well as other various differences. See "Our baseBUILDER option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) Prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges or market value adjustments. If amounts in a fixed maturity option are used to purchase any annuity payout option, prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options, no withdrawal charge is imposed under the Accumulator(R). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. In no event will you ever receive payments under a fixed option or an initial payment under a variable option of less than the minimum amounts guaranteed by the contract. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is generally the contract date anniversary that follows the annuitant's 90th birthday. We will send a notice with the annual statement one year prior to the maturity age. 42 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o A charge for baseBUILDER, if you elect this optional benefit. o A charge for Protection Plus(SM), if you elect this optional benefit. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the guaranteed minimum death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option. The charge, together with the annual administrative charge described below, is to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 15% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non-life contingency payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options -- The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - ---------------------------------------------------------------- Contract year - ---------------------------------------------------------------- 1 2 3 4 5 6 7 8+ - ---------------------------------------------------------------- Percentage of contribution 7% 6% 5% 4% 3% 2% 1% 0% - ---------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1." Amounts withdrawn up to the free withdrawal amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Your benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. 15% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 15% of your account value without paying a withdrawal charge. The 15% free withdrawal amount is determined using your account Charges and expenses 43 value at the beginning of each contract year, or in the case of the first contract year, your initial contribution, minus any other withdrawals made during the contract year. Additional contributions during the contract year do not increase your 15% free withdrawal amount. The 15% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract) and (2) the 15% free withdrawal amount defined above. DISABILITY, TERMINAL ILLNESS OR CONFINEMENT TO NURSING HOME. The withdrawal charge does not apply if: (i) The annuitant has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that the annuitant's life expectancy is six months or less; or (iii) The annuitant has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: - its main function is to provide skilled, intermediate or custodial nursing care; - it provides continuous room and board to three or more persons; - it is supervised by a registered nurse or licensed practical nurse; - it keeps daily medical records of each patient; - it controls and records all medications dispensed; and - its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions described in (i), (ii) and (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. BASEBUILDER BENEFIT CHARGE If you elected the baseBUILDER, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 83, whichever occurs first. The charge is equal to 0.30% of the benefit base in effect on the contract date anniversary for the 5% Roll-Up to age 80. The annual benefit base charge is 0.15% if the 5% Roll-Up to age 70 is available and elected. We will deduct this charge from your value in the variable investment options on a pro rata basis. If there is not enough value in the variable investment options, we will deduct all or a portion of the charge first, from the fixed maturity options, in order of the earliest maturity date(s) first. A market value adjustment may apply. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. PROTECTION PLUS(SM) If you elected Protection Plus(SM), we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.20% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options on a pro rata basis. If there is not enough value in the variable investment options, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.20%. o 12b-1 fees of 0.25%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these 44 Charges and expenses fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge, or change the minimum initial contribution requirements. We also may change the guaranteed minimum income benefit and the guaranteed minimum death benefit or offer variable investment options that invest in shares of either Trust that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that result in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 45 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designated your beneficiary when you applied for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the guaranteed minimum death benefit. The guaranteed minimum death benefit is part of your contract, whether you select the baseBUILDER benefit or not. We determine the amount of the death benefit (other than the guaranteed minimum death benefit) and any amount applicable under the Protection Plus(SM) feature, as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the guaranteed minimum death benefit will be the guaranteed minimum death benefit as of the date of the annuitant's death adjusted for any subsequent withdrawals (and any associated withdrawal charges). For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. EFFECT OF THE ANNUITANT'S DEATH If the annuitant dies before the annuity payments begin, we will pay the death benefit to your beneficiary. Generally, the death of the annuitant terminates the contract. However, a surviving spouse of the deceased owner/annuitant can choose to be treated as the successor owner/annuitant and continue the contract. Only a spouse who is the sole primary beneficiary can be a successor owner/annuitant. The successor owner/annuitant feature is only available under NQ and individually owned IRA contracts. For individually owned IRA contracts, a beneficiary may be able to have limited ownership as discussed under "Beneficiary continuation option" below. WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT Under certain conditions the owner changes after the original owner's death for purpose of receiving federal tax law required distributions from the contract. When you are the annuitant under an NQ contract and you die before annuity payments begin, unless you specify otherwise, the beneficiary named to receive the death benefit upon the annuitant's death will become the successor owner. If you do not want this beneficiary to be the successor owner, you should name a specific successor owner. You may name a successor owner at any time during your life by sending satisfactory notice to our processing office. If the contract is jointly owned and the first owner to die is not the annuitant, the surviving owner becomes the sole contract owner. This person will be considered the successor owner for purposes of the distribution rules described in this section. The surviving owner automatically takes the place of any other beneficiary designation. You should carefully consider the following if you have elected the guaranteed minimum income benefit and you are the owner, but not the annuitant. Because the payments under the guaranteed minimum income benefit are based on the life of the annuitant, and the federal tax law required distributions described below are based on the life of the successor owner, a successor owner who is not also the annuitant may not be able to exercise the guaranteed minimum income benefit, if you die before annuity payments begin. Therefore, one year before you become eligible to exercise the guaranteed minimum income benefit, you should consider the effect of your beneficiary designations on potential payments after your death. For more information, see "Exercise of guaranteed minimum income benefit" under "Our baseBUILDER option" in "Contract features and benefits" earlier in this Prospectus. Unless the surviving spouse of the owner who has died (or in the case of a joint ownership situation, the surviving spouse of the first owner to die) is the successor owner for this purpose, the entire interest in the contract must be distributed under the following rules: o The cash value of the contract must be fully paid to the successor owner (new owner) within five years after your death (or in a joint ownership situation, the death of the first owner to die). 46 Payment of death benefit o The successor owner may instead elect to receive the cash value as a life annuity (or payments for a period certain of not longer than the successor owner's life expectancy). Payments must begin within one year after the non-annuitant owner's death. Unless this alternative is elected, we will pay any cash value five years after your death (or the death of the first owner to die). o A successor owner should name a new beneficiary. If the surviving spouse is the successor owner or joint owner, the spouse may elect to continue the contract. No distributions are required as long as the surviving spouse and annuitant are living. HOW DEATH BENEFIT PAYMENT IS MADE We will pay the death benefit to the beneficiary in the form of the annuity payout option you have chosen. If you have not chosen an annuity payout option as of the time of the annuitant's death, the beneficiary will receive the death benefit in a single sum. However, subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuity payout options we offer at the time. See "Your annuity payout options" in "Accessing your money" earlier in this Prospectus. Please note that any annuity payout option chosen may not extend beyond the life expectancy of the beneficiary. SUCCESSOR OWNER AND ANNUITANT If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary or the joint owner, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary to effect the successor owner/annuitant feature, we will increase the account value to equal your guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. Thereafter, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. These additional contributions will be considered to be withdrawn only after all other amounts have been withdrawn. In determining whether the guaranteed minimum death benefit will continue to grow, we will use your surviving spouse's age (as of the date we receive satisfactory proof of your death, any required instructions and the information and forms necessary to effect the successor owner/annuitant feature). Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. BENEFICIARY CONTINUATION OPTION Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. This feature permits a designated individual, upon the contract owner's death, to maintain the contract in the deceased contract owner's name and receive distributions under the contract instead of receiving the death benefit in a lump sum. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Protection Plus(SM) feature and adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the ben eficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. Payment of death benefit 47 o If you had elected the guaranteed minimum income benefit or o Protection Plus(SM) feature under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a por tion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. 48 Payment of death benefit 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. CONTRACTS THAT FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Therefore, you should consider the annuity's features and benefits, such as Accumulator's(R) choice of death benefits and baseBUILDER guaranteed minimum income benefit, 12 month dollar cost averaging, selection of investment funds and fixed maturity options and choices of pay-out options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase, the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, the guaranteed minimum income benefit and enhanced death benefits. You should consider the potential implication of these Regulations before you make additional contributions or decide how to take required minimum distribution payments. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. Tax information 49 ANNUITY PAYMENTS Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your "investment in the contract." Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. PROTECTION PLUS(SM) FEATURE In order to enhance the amount of the death benefit to be paid at the annuitant's death, you may have purchased a Protection Plus(SM) rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Protection Plus(SM) rider is not part of the contract. In such a case the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable and, for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which would include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES The following information applies if you purchased your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange was not taxable under Section 1035 of the Internal Revenue Code if: o the contract that was the source of the funds you used to purchase the NQ contract was another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant were the same under the source contract and the Accumulator(R) NQ contract. If you used a life insurance or endowment contract, the owner and the insured must have been the same on both sides of the exchange transaction. Section 1035 exchanges are generally not available after the death of the owner (or the annuitant in a non-natural owner contract). The tax basis, also referred to as your investment in the contract, of the source contract carried over to the Accumulator(R) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers and provision of cost basis information may be required to process this type of an exchange. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2, a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Accounts 45 and 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Accounts 45 and 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Accounts 45 and 49, 50 Tax information there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Accounts 45 and 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically include mutual funds and/or individual stocks and securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may have purchased the contract as either a traditional IRA or Roth IRA. We offered traditional IRAs in the Rollover IRA contracts. We offered Roth IRAs in the Roth Conversion IRA contracts. The first part of this section covers some of the special tax rules that apply to traditional IRAs. The next part of this section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We have received an opinion letter from the IRS approving the respective forms of the Accumulator(R) traditional and Roth IRA contracts for use as a traditional IRA and a Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature was offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a Protection Plus(SM) feature qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should consult with your tax adviser for further information. Your right to cancel within a certain number of days This is provided for informational purposes only. Since this contract is no longer available to new purchasers, this cancellation provision is no longer applicable. You can cancel any version of the Accumulator(R) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all Tax information 51 of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000 your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch-up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. "Catch-up" contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions". That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000 (for 2007, AGI between $52,000 and $62,000 after adjustment). If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000 (for 2007, AGI between $83,000 and $103,000 after adjustment). Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000 (for 2007, AGI between $156,000 and $166,000 after adjustment). To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted - --------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return and each of 52 Tax information you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan - -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 "catch-up" contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this pen- Tax information 53 alty if you roll the funds to a different type of eligible retirement plan, such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year; or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional 54 Tax information IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions Background on Regulations--Required Minimum Distributions. Distributions must be made from traditional IRAs according to the rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your Required Beginning Date, which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year -- the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-- Tax information 55 forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owners death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Successor owner and annuitant If your spouse is the sole primary beneficiary and elects to become the successor owner and annuitant, no death benefit is payable until your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at 56 Tax information least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments, using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" earlier in this section. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under either option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Roth IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA or a Flexible Premium Roth IRA contract. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable years. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2006. This amount stays the same for the taxable year 2007. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (cost of living indexed beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, AGI between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received Tax information 57 them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian, trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You make make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is computed without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution 58 Tax information while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to the special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o Rollovers from a Roth IRA to another Roth IRA; o Direct transfers from a Roth IRA to another Roth IRA; o Qualified distributions from a Roth IRA; and o Return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2; or older or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped and added together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Tax information 59 Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally, there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Internal Revenue Code or a custodial account that invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Protection plus(SM) feature The Protection Plus(SM) feature was offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Protection Plus(SM) benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Protection Plus(SM) rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Protection Plus(SM) benefit is not part of the contract, in such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should consult with your tax adviser for further information. Contributions to TSAs There were two ways you might have contributed to establish this Accumulator(R) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that met the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you made a direct transfer, you filled out our transfer form. We do not accept after-tax funds in the Rollover TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Rollover TSA contract does not accept employer-remitted contributions. How- 60 Tax information ever, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA contract with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled-over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds, and o the Accumulator(R) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Rollover TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Rollover TSA; or Tax information 61 o you reach age 59-1/2; or o o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity Payments. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonfor feitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest out standing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: 62 Tax information o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of future loans under any plans of the employer, a defaulted loan, including interest accrued on the unpaid balance, is treated as outstanding, even after the default is reported to the IRS on Form 1099-R. Tax-deferred rollovers and direct transfers. You may roll over an "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This only applies to you if you established your Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs, during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life Tax information 63 expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to non-United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at any time. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or 64 Tax information o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 45 and Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 65 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 45 AND SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 45 and in Separate Account No. 49. We established Separate Account No. 45 in 1994 and Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 45 and in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Accounts' operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 45 and Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 45 and Separate Account No. 49 are registered under the Investment Company Act of 1940 and are registered and classified under that act as "unit investment trusts." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 45 or Separate Account No. 49. Although Separate Account No. 45 and Separate Account No. 49 are registered, the SEC does not monitor the activity of Separate Account No. 45 or Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each Separate Account is registered under the Investment Company Act of 1940 and is classified by that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or the Separate Accounts. Each subaccount (variable investment option) within the Separate Accounts invests solely in Class IB/B shares issued by the corresponding portfolio of either Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from either Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate each Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against each Separate Account or a variable investment option directly); (5) to deregister the Separate Accounts under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Accounts; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS AXA Premier VIP Trust and EQ Advisors Trust are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. AXA Equitable serves as the investment manager of the Trusts. As such, AXA Equitable oversees the activities of the investment advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those advisers. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan and other aspects of its operations, appear in the prospectuses for each Trust, which are generally attached at the end of this Prospectus, or in the respective SAIs, which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007, and the related price per $100 of maturity value were as shown below: 66 More information - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Maturity Price Maturity Date of as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2008 3.72% $ 96.41 2009 3.75% $ 92.89 2010 3.78% $ 89.46 2011 3.86% $ 85.93 2012 3.97% $ 82.30 2013 4.04% $ 78.83 2014 4.11% $ 75.41 2015 4.15% $ 72.22 2016 4.25% $ 68.74 2017 4.29% $ 65.68 - -------------------------------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw all of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity that applies on the withdrawal date to new allocations to the same fixed maturity option. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. - -------------------------------------------------------------------------------- Your market adjusted amount is the present value of the maturity value discounted at the rate to maturity in effect for new contributions to that same fixed maturity option on the date of the calculation. - -------------------------------------------------------------------------------- If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined in accordance with our procedures then in effect. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We have no specific formula for establishing the rates to maturity for the fixed maturity options. We expect the rates to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the fixed maturity options, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an invest- More information 67 ment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" in "Contract features and benefits" earlier in this Prospectus. Even if we accepted the wire order and essential information, a contract generally was not issued until we received and accepted a properly completed application. In certain cases, we may have issued a contract based on information provided through certain broker-dealers with whom we have established electronic facilities. In any such case, you must have signed our Acknowledgement of Receipt form. Where we required a signed application, the above procedures did not apply and no financial transactions were permitted until we received the signed application and issued the contract. Where we issued a contract based on information provided though electronic facilities, we required an Acknowledgement of Receipt form. Financial transactions were only permitted if you requested them in writing, signed the request and had it signature guaranteed, until we received the signed Acknowledgement of Receipt form. After a contract is issued, additional contributions are allowed by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts. For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4 p.m., Eastern Time. 68 More information CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. ABOUT YOUR VOTING RIGHTS As the owner of shares of the Trusts, we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firm selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. VOTING RIGHTS OF OTHERS Currently, we control the Trusts. Its shares are sold to our separate accounts and an affiliated qualified plan trust. In addition, shares of the Trusts are held by separate accounts of insurance companies both affiliated and unaffiliated with us. Shares held by these separate accounts will probably be voted according to the instructions of the owners of insurance policies and contracts issued by those insurance companies. While this will dilute the effect of the voting instructions of the contract owners, we currently do not foresee any disadvantages because of this. The Board of Trustees of each Trust intends to monitor events in order to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a response to any of those events insufficiently protects our contract owners, we will see to it that appropriate action is taken. SEPARATE ACCOUNT NO. 45 AND SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Accounts require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Accounts Nos. 45 and 49, respectively, nor would any of these proceedings be likely to have a material adverse effect upon either Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 45 and Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the applicable SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus . You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available and you cannot assign IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your IRA, QP or Rollover TSA contract to another similar arrangement under fed- More information 69 eral income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). AXA Advisors serves as the principal underwriter of Separate Account No. 45, and AXA Distributors serves as the principal underwriter of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 7.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential 70 More information compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 71 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. 72 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Accounts 45 and 49 with the daily asset charge of 1.35%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.16 $ 11.32 $ 10.62 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 595 286 51 -- ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,595 1,278 688 -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.92 $ 10.40 $ 10.29 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 343 285 131 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 438 492 237 -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.36 $ 10.59 $ 10.39 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 456 367 150 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 946 948 426 -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 49.78 $ 45.74 $ 44.24 $ 41.25 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,505 2,919 3,361 3,674 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,399 1,314 1,132 732 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.64 $ 11.19 $ 10.63 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,913 711 256 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,975 4,170 1,617 -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 59.64 $ 57.52 $ 53.88 $ 48.73 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 220 284 334 375 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 467 585 710 812 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.50 $ 11.24 $ 11.19 $ 10.92 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 797 1,030 1,247 1,242 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 738 919 1,011 1,187 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.08 $ 11.65 $ 11.04 $ 9.98 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 346 460 484 378 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 360 464 567 383 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 32.49 $ 29.95 $ 29.46 $ 27.48 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 911 1,125 1,318 1,384 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,099 2,710 3,408 3,959 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.94 $ 13.70 $ 12.03 $ 10.34 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 524 462 456 377 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 762 657 704 494 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.33 $ 11.00 $ 10.45 $ 9.66 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 160 181 201 230 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 294 268 253 248 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, -------------------------------------------------------------------------- 2002 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 35.10 $ 40.77 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 3,926 2,511 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 407 289 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 35.92 $ 51.19 $ 69.35 $ 81.12 $ 69.37 $ 70.28 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 404 513 595 553 293 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 899 1,101 1,253 1,163 939 380 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.67 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,119 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,217 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.90 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 205 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 235 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 22.73 $ 23.74 $ 23.90 $ 26.59 $ 27.96 $ 29.96 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,316 1,516 1,616 1,539 801 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,827 4,307 4,697 5,048 4,521 1,256 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.81 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 183 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 118 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.64 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 166 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 169 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, --------------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.64 $ 9.76 $ 9.20 $ 8.74 $ 6.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 336 424 449 410 275 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 568 759 801 802 305 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.36 $ 12.20 $ 11.54 $ 10.23 $ 7.91 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 512 544 503 429 344 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,027 1,404 1,102 698 384 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.93 $ 10.11 $ 9.45 $ 8.58 $ 6.20 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 519 629 806 761 429 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 721 863 1,078 1,104 369 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.92 $ 12.30 $ 11.62 $ 10.22 $ 7.37 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 535 605 904 765 486 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 779 911 1,203 820 388 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.60 $ 10.01 $ 9.12 $ 8.81 $ 5.66 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 609 854 1,028 278 44 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 737 1,024 1,493 571 264 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 267.14 $ 244.64 $ 237.75 $ 211.19 $ 143.14 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 687 900 1,044 1,145 1,240 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 876 1,138 1,384 1,588 1,770 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 34.43 $ 29.44 $ 28.28 $ 25.51 $ 19.83 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 3,577 4,575 5,306 5,870 6,485 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 618 841 971 776 383 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.95 $ 18.62 $ 18.65 $ 18.54 $ 18.40 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,287 1,772 2,322 2,993 4,099 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 773 1,100 1,348 1,651 1,739 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.42 $ 15.12 $ 13.29 $ 11.40 $ 8.55 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 3,112 3,477 3,816 4,111 3,907 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,019 2,553 2,475 2,639 208 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.99 $ 7.13 $ 6.28 $ 5.88 $ 4.84 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 4,248 5,346 6,276 7,382 8,409 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,383 8,379 9,271 10,777 12,339 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.38 $ 15.99 $ 15.89 $ 15.53 $ 15.20 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 353 490 460 434 430 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 459 574 603 631 552 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.17 $ 16.90 $ 15.36 $ 13.66 $ 9.83 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,201 1,468 1,733 2,001 2,020 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,532 4,499 5,465 6,324 6,943 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.95 $ 14.99 $ 14.41 $ 12.88 $ 10.14 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,657 3,058 3,317 3,362 3,350 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,430 8,002 9,491 10,036 10,473 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 217.65 $ 247.21 $ 292.20 $ 237.18 $ 186.29 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,555 1,775 1,434 550 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,160 2,453 2,344 1,542 434 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 25.52 $ 26.28 $ 24.51 $ 20.99 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 7,830 7,903 5,956 1,853 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.18 $ 16.14 $ 15.03 $ 15.25 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 3,288 2,333 2,057 929 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.64 $ 12.74 $ 16.81 $ 12.40 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 737 839 591 166 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.12 $ 9.49 $ 11.79 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 10,884 12,132 6,304 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 15,780 17,298 8,614 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.28 $ 16.68 $ 14.88 $ 11.82 $ 12.54 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,115 2,156 1,264 775 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 8,170 9,189 6,912 6,101 2,521 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.90 $ 11.70 $ 12.10 $ 11.84 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,847 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 10,569 10,105 9,428 5,696 -- - ------------------------------------------------------------------------------------------------------------------------------------ A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ---------------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.50 $ 10.49 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 28 12 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 19 2 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.78 $ 5.92 $ 5.66 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 886 767 87 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 720 983 345 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.04 $ 8.71 $ 8.12 $ 7.94 $ 6.29 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 46 54 55 39 29 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 157 557 258 189 89 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.11 $ 12.38 $ 11.94 $ 11.46 $ 9.38 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 74 45 19 20 13 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,381 8,004 9,529 11,360 13,307 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.52 $ 12.35 $ 10.68 $ 9.53 $ 7.29 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 502 525 425 279 133 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,119 3,695 4,078 3,761 3,093 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.07 $ 11.83 $ 11.30 $ 10.33 $ 7.97 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,987 2,382 2,835 3,037 3,265 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 10,352 13,004 15,697 17,536 18,971 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.58 $ 11.60 $ 11.10 $ 10.29 $ 7.65 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 922 1,079 1,192 1,043 812 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,201 5,254 6,079 6,120 5,353 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.07 $ 10.40 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 165 56 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 112 18 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.85 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 49 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 94 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 29.97 $ 26.40 $ 25.63 $ 23.57 $ 18.69 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,138 2,703 3,163 3,443 3,683 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,213 8,100 9,685 10,779 11,356 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.02 $ 9.82 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 104 8 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 125 16 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.92 $ 8.54 $ 8.33 $ 7.89 $ 5.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 292 365 431 286 184 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 275 431 573 552 243 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.86 $ 11.69 $ 11.14 $ 9.73 $ 6.87 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,330 1,652 1,605 1,435 951 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,862 2,752 2,883 2,874 2,717 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.67 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 10 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.90 $ 17.32 $ 21.35 $ 16.61 $ 12.35 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 16,512 19,069 17,154 10,072 2,581 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.69 $ 11.14 $ 13.96 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,210 3,230 1,477 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.72 $ 11.09 $ 10.61 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 231 174 72 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,208 2,064 982 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.15 $ 10.50 $ 10.28 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 376 298 126 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,372 4,745 2,907 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 24.41 $ 28.18 $ 31.67 $ 26.73 $ 21.21 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 4,413 4,923 16 2 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 12,941 14,537 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.72 $ 9.43 $ 10.82 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 161 164 139 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 140 136 91 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.54 $ 10.00 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 493 82 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,307 638 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.55 $ 15.82 $ 14.40 $ 12.39 $ 9.42 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,921 2,356 2,500 2,709 2,863 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,465 2,388 2,481 2,639 3,169 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.42 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 222 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 141 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.82 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 8 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 14 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.63 $ 10.50 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 114 54 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 74 17 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 27.50 $ 23.46 $ 22.79 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 191 183 31 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 141 170 72 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.25 $ 11.50 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 82 31 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 78 28 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.36 $ 6.38 $ 6.02 $ 5.44 $ 4.39 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 416 569 503 566 552 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 839 1,270 1,149 1,266 1,590 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.07 $ 13.96 $ 13.84 $ 13.48 $ 13.22 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 978 1,222 1,021 985 903 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 10,415 8,972 10,774 12,484 14,961 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.33 $ 13.53 $ 13.20 $ 12.07 $ 9.64 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,273 1,142 1,375 1,530 1,663 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,838 13,350 16,352 18,895 21,846 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.38 $ 10.80 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 136 28 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 182 41 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.04 $ 10.00 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 121 93 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 287 55 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.25 $ 10.60 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 119 26 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 490 93 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.74 $ 10.56 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 49 25 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 80 74 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.20 $ 10.92 $ 10.53 $ 10.48 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,091 1,080 972 560 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,256 223 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.38 $ 8.39 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 575 258 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,490 745 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.23 $ 11.48 $ 10.44 $ 10.76 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 14,916 13,606 12,838 8,661 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.08 $ 13.14 $ 12.47 $ 12.82 $ 11.52 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,936 2,045 2,057 867 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 25,574 28,008 29,522 24,343 8,113 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.36 $ 11.15 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 193 240 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 214 210 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.44 $ 15.24 $ 13.95 $ 12.80 $ 9.89 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,541 1,644 1,467 1,522 767 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,821 2,123 2,102 2,058 1,041 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 24.18 $ 20.27 $ 19.96 $ 18.30 $ 14.14 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,213 2,721 3,230 3,348 3,538 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,960 3,782 4,699 4,955 5,160 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 22.90 $ 18.47 $ 16.89 $ 14.08 $ 11.14 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,280 1,346 1,244 1,181 1,196 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,421 7,759 9,124 10,329 12,054 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.09 $ 14.19 $ 13.19 $ 11.88 $ 9.31 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,809 3,663 4,453 5,082 5,638 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,280 6,697 8,228 9,491 10,806 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.58 $ 9.49 $ 8.98 $ 8.17 $ 6.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 411 551 635 715 776 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,675 4,802 5,835 6,684 6,910 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 29.41 $ 28.53 $ 28.18 $ 28.34 $ 28.57 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,040 1,076 1,221 1,537 2,299 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,410 2,619 2,938 3,834 5,633 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 4.91 $ 4.61 $ 4.43 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 136 143 3 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 28 47 20 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.71 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 50 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 92 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.09 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 8 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 34 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.93 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 17 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 10 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.10 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 12 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 9 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.84 $ 9.93 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 330 253 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 431 308 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------ 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.34 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 14 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 155 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.20 $ 16.52 $ 14.98 $ 12.76 $ 11.60 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 3,681 3,305 2,567 1,009 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,603 5,888 5,766 4,389 1,182 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.55 $ 17.50 $ 20.23 $ 12.80 $ 10.86 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 14,032 15,833 13,783 10,607 4,609 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.37 $ 22.09 $ 27.59 $ 16.10 $ 12.13 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 7,229 8,254 6,114 1,942 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 13,726 16,073 13,671 9,117 3,327 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.71 $ 10.51 $ 10.72 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 948 1,014 550 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 8,228 8,940 6,033 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 28.61 $ 28.00 $ 26.78 $ 25.92 $ 25.00 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,501 1,860 2,900 1,566 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,273 5,065 7,278 5,158 1,153 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-5 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, -------------------------------------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.23 $ 9.98 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 174 76 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 185 57 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 19.67 $ 17.17 $ 16.63 $ 14.39 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 761 919 986 840 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,861 5,204 6,654 7,289 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.79 $ 8.09 $ 7.63 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 286 189 68 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 259 287 29 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.14 $ 14.76 $ 14.35 $ 12.36 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 793 914 1,073 1,030 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,660 2,139 2,622 3,320 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.51 $ 17.43 $ 16.99 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 45 46 10 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 145 160 17 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.76 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 61 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 98 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.25 $ 5.55 $ 5.16 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 193 114 14 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 177 169 41 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.92 $ 10.43 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 251 156 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 350 250 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.85 $ 13.94 $ 10.64 $ 8.72 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,993 2,131 1,948 1,871 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,967 3,667 3,845 4,287 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.34 $ 12.37 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 74 68 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 109 49 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.28 $ 11.90 $ 11.36 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 131 7 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 117 15 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, --------------------------------------------------------------------------- 2002 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.62 $ 12.50 $ 10.76 $ 9.20 $ 9.17 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 665 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,825 7,755 7,215 6,774 4,733 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.59 $ 11.01 $ 10.94 $ 11.48 $ 9.64 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 859 899 989 756 284 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,817 3,131 3,340 2,922 1,610 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 5.67 $ 6.11 $ 6.53 $ 11.04 $ 5.72 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,807 1,765 2,063 1,267 177 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,992 4,501 4,990 3,859 1,805 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ A-6 Appendix I: Condensed financial information Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who purchased an Accumulator(R) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit under baseBUILDER and other guaranteed benefits and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for partcipants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for partcipants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o Contributions after age 70-1/2 must be net of any required minimum distributions; and o the guaranteed minimum income benefit under baseBUILDER may not be an appropriate feature for partcipants who are older than age 60-1/2 when the contract is issued. Finally, because the method of purchasing the QP contract, including the large initial contribution, and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. Appendix II: Purchase considerations for QP contracts B-1 Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - --------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 --------------------------------- 5.00% 9.00% - --------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - --------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - --------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - --------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - --------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - --------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - --------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - --------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - --------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - --------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - --------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 ----------------- = ----------------- where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 --------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = ---------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) C-1 Appendix III: Market value adjustment example Appendix IV: Guaranteed minimum death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the guaranteed minimum death benefit. The following illustrates the guaranteed minimum death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond or EQ/Short Duration Bond options or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the guaranteed minimum death benefit for an annuitant age 45 would be calculated as follows: - -------------------------------------------------------------------------------------- End of 5% Roll-Up to age 80 Annual ratchet to age 80 contract guaranteed minimum guaranteed minimum year Account value death benefit(1) death benefit - -------------------------------------------------------------------------------------- 1 $105,000 $ 105,000(1) $ 105,000(3) - -------------------------------------------------------------------------------------- 2 $115,500 $ 110,250(2) $ 115,500(3) - -------------------------------------------------------------------------------------- 3 $129,360 $ 115,763 (2) $ 129,360(3) - -------------------------------------------------------------------------------------- 4 $103,488 $ 121,551(1) $ 129,360(4) - -------------------------------------------------------------------------------------- 5 $113,837 $ 127,628 (1) $ 129,360(4) - -------------------------------------------------------------------------------------- 6 $127,497 $ 134,010(1) $ 129,360(4) - -------------------------------------------------------------------------------------- 7 $127,497 $ 140,710 (1) $ 129,360(4) - -------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. 5% ROLL-UP TO AGE 80* (1) At the end of contract year 1, and again at the end of contract years 4 through 7, the death benefit will be the guaranteed minimum death benefit. (2) At the end of contract years 2 and 3, the death benefit will be the current account value since it is higher than the current guaranteed minimum death benefit. ANNUAL RATCHET TO AGE 80 (3) At the end of contract years 1 through 3, the guaranteed minimum death benefit is the current account value. (4) At the end of contract years 4 through 7, the guaranteed minimum death benefit is the guaranteed minimum death benefit at the end of the prior year since it is equal to or higher than the current account value. - ---------- Appendix IV: Guaranteed minimum death benefit example D-1 Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "the 5% Roll-Up to age 80" guaranteed minimum death benefit, the Protection Plus(SM) benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.64)% and 3.36% for the Accumulator(R) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the 5% Roll-Up to age 80 guaranteed minimum death benefit, Protection Plus(SM) benefit, and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: "the 5% Roll-Up to age 80" Guaranteed minimum death benefit charge, the Protection Plus(SM) benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime Annual Guaranteed Minimum Income Benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime Annual Guaranteed Minimum Income Benefit" columns indicates that the contract has terminated due to insufficient account value and, consequently, the guaranteed benefit has no value. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.68%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.36% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of contract values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. E-1 Appendix V: Hypothetical illustrations Variable deferred annuity Accumulator(R) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: 5% Roll-Up to age 80 Guaranteed minimum death benefit Protection Plus Guaranteed minimum income benefit 5% Roll-Up to age 80 Lifetime Annual Guaranteed Total Death Benefit Guaranteed Minimum Death with Protection Minimum Account Value Cash Value Benefit Plus(SM) Income Benefit Contract ------------------- ------------------ ------------------- ------------------- ---------------- Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% Age --------- --------- --------- -------- --------- --------- --------- --------- --------- -------- ------- 60 1 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A 61 2 96,850 102,838 90,850 96,838 105,000 105,000 107,000 107,000 N/A N/A 62 3 93,774 105,750 88,774 100,750 110,250 110,250 114,350 114,350 N/A N/A 63 4 90,769 108,738 86,769 104,738 115,763 115,763 122,068 122,068 N/A N/A 64 5 87,831 111,802 84,831 108,802 121,551 121,551 130,171 130,171 N/A N/A 65 6 84,958 114,944 82,958 112,944 127,628 127,628 138,679 138,679 N/A N/A 66 7 82,148 118,167 81,148 117,167 134,010 134,010 147,613 147,613 N/A N/A 67 8 79,397 121,471 79,397 121,471 140,710 140,710 156,994 156,994 N/A N/A 68 9 76,703 124,858 76,703 124,858 147,746 147,746 166,844 166,844 N/A N/A 69 10 74,063 128,330 74,063 128,330 155,133 155,133 177,186 177,186 N/A N/A 74 15 61,586 147,012 61,586 147,012 197,993 197,993 237,190 237,190 13,860 13,860 79 20 50,073 168,040 50,073 168,040 252,695 252,695 313,773 313,773 21,201 21,201 84 25 39,606 192,019 39,606 192,019 265,330 265,330 331,462 331,462 26,560 26,560 89 30 33,592 223,363 33,592 223,363 265,330 265,330 331,462 331,462 N/A N/A 94 35 29,093 260,871 29,093 260,871 265,330 265,330 331,462 331,462 N/A N/A 95 36 28,269 269,097 28,269 269,097 265,330 265,330 331,462 331,462 N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix V: Hypothetical illustrations E-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to Obtain an Accumulator(R) Statement of Additional Information for Separate Account No. 45 and Separate Account No. 49 Send this request form to: Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me a combined Accumulator(R) SAI for Separate Account No. 45 and Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip Core '02, OR, '04, '06, Jumpstart '07 and '07 Series x01479 Accumulator(R) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS ACCUMULATOR(R)? Accumulator(R) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options, or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VIII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity options, and the account for special dollar cost averaging, which are discussed later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA or Roth IRA. We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion IRA" and "Flexible Premium Roth IRA." o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP, or Rollover TSA contract. For Flexible Premium IRA and Flexible Premium Roth IRA contracts, we require a contribution of $2,000 to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorpo- The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. Core 02/04 Series X01485 rated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. Although this Prospectus is primarily designed for potential purchasers of the contract, you may have previously purchased a contract and be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that the options, features and charges of the contract may have varied over time (and, as noted above, may vary depending on your state) and you may not change your contract or its features as issued. For more information about the particular options, features and charges applicable to you, please contact your financial professional and/or refer to your contract and/or see Appendix IX for contract variations later in this Prospectus. Contents of this Prospectus - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - -------------------------------------------------------------------------------- ACCUMULATOR(R) - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? 7 How to reach us 8 Accumulator(R) at a glance -- key features 12 - -------------------------------------------------------------------------------- FEE TABLE 14 - -------------------------------------------------------------------------------- Example 18 Condensed financial information 22 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 23 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 23 Owner and annuitant requirements 30 How you can make your contributions 30 What are your investment options under the contract? 30 Portfolios of the Trusts 31 Allocating your contributions 37 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 40 Annuity purchase factors 41 Guaranteed minimum income benefit option* 41 Guaranteed minimum death benefit 44 Principal Protector(SM) 46 Inherited IRA beneficiary continuation contract 49 Your right to cancel within a certain number of days 50 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 51 - -------------------------------------------------------------------------------- Your account value and cash value 51 Your contract's value in the variable investment options 51 Your contract's value in the guaranteed interest option 51 Your contract's value in the fixed maturity options 51 Your contract's value in the account for special dollar cost averaging 51 Insufficient account value 51 - ---------------------- * Depending on when you purchased your contract, this benefit may be called the "Living Benefit." Accordingly, if applicable, all references to the Guaranteed minimum income benefit in this Prospectus and any related registration statement documents are references to the Living Benefit. "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. Contents of this Prospectus 3 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 53 - -------------------------------------------------------------------------------- Transferring your account value 53 Disruptive transfer activity 53 Rebalancing your account value 54 - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 56 - -------------------------------------------------------------------------------- Withdrawing your account value 56 How withdrawals are taken from your account value 57 How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2 58 How withdrawals affect Principal Protector(SM) 58 Withdrawals treated as surrenders 58 Loans under Rollover TSA contracts 58 Surrendering your contract to receive its cash value 59 When to expect payments 59 Your annuity payout options 60 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 63 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 63 Charges that the Trusts deduct 67 Group or sponsored arrangements 67 Other distribution arrangements 67 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 68 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 68 How death benefit payment is made 69 Beneficiary continuation option 70 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 74 - -------------------------------------------------------------------------------- Overview 74 Buying a contract to fund a retirement arrangement 74 Transfers among investment options 74 Taxation of nonqualified annuities 74 Individual retirement arrangements (IRAs) 76 Tax-sheltered annuity contracts (TSAs) 86 Federal and state income tax withholding and information reporting 89 Special rules for contracts funding qualified plans 90 Impact of taxes to AXA Equitable 90 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 91 - -------------------------------------------------------------------------------- About Separate Account No. 49 91 About the Trusts 91 About our fixed maturity options 91 About the general account 92 About other methods of payment 93 Dates and prices at which contract events occur 93 About your voting rights 94 About legal proceedings 94 Financial statements 94 Transfers of ownership, collateral assignments, loans and borrowing 94 About Custodial IRAs 95 Distribution of the contracts 95 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 97 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Guaranteed principal benefit example F-1 VII -- Protection Plus(SM) example G-1 VIII -- State contract availability and/or variations of certain features and benefits H-1 IX -- Contract variations I-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- 4 Contents of this Prospectus Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 6% Roll-Up to age 85 enhanced death benefit 40 account for special dollar cost averaging 37 account value 51 administrative charge 63 annual administrative charge 63 Annual Ratchet to age 85 enhanced death benefit 41 annuitant 23 annuitization 60 annuity maturity date 62 annuity payout options 60 annuity purchase factors 41 automatic investment program 93 beneficiary 68 Beneficiary continuation option ("BCO") 70 benefit base 40 business day 93 cash value 51 charges for state premium and other applicable taxes 67 contract date 30 contract date anniversary 30 contract year 30 contributions to Roth IRAs 83 regular contributions 83 rollovers and transfers 83 conversion contributions 84 contributions to traditional IRAs 77 regular contributions 77 rollovers and transfers 78 disability, terminal illness or confinement to nursing home 65 disruptive transfer activity 53 Distribution Charge 63 EQAccess 8 ERISA 59 Fixed-dollar option 39 fixed maturity options 36 Flexible Premium IRA cover Flexible Premium Roth IRA cover free look 50 free withdrawal amount 64 general account 92 General dollar cost averaging 39 guaranteed interest option 36 Guaranteed minimum death benefit 44 Guaranteed minimum death benefit charge 65 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 44 Guaranteed minimum income benefit 41 Guaranteed minimum income benefit charge 65 Guaranteed minimum income benefit "no lapse guarantee" 42 Guaranteed principal benefits 37 IRA cover IRS 74 Inherited IRA cover Investment simplifier 39 investment options cover Page lifetime required minimum distribution withdrawals 57 loan reserve account 59 loans under Rollover TSA 58 market adjusted amount 36 market value adjustment 36 market timing 53 maturity dates 36 maturity value 36 Mortality and expense risks charge 63 NQ cover Optional step up charge 67 partial withdrawals 56 portfolio cover Principal assurance 38 Principal Protector(SM) 46 Principal Protector(SM) charge 66 processing office 8 Protection Plus(SM) 45 Protection Plus(SM) charge 66 QP cover rate to maturity 36 Rebalancing 54 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 37 Separate Account No. 49 91 special dollar cost averaging 39 Spousal protection 70 standard death benefit 40 substantially equal withdrawals 56 Successor owner and annuitant 69 systematic withdrawals 56 TOPS 8 TSA cover traditional IRA cover Trusts 86 unit 51 variable investment options 30 wire transmittals and electronic applications 93 withdrawal charge 64 Index of key words and phrases 5 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Also, depending on when you purchased your contract, some of these may not apply to you or may be named differently under your contract. Your financial professional can provide further explanation about your contract. - -------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit or Living Benefit Guaranteed interest option Guaranteed Interest Account Principal Protector(SM) Guaranteed withdrawal benefit GWB benefit base Principal Protector(SM) benefit base GWB Annual withdrawal amount Principal Protector(SM) Annual withdrawal amount GWB Annual withdrawal option Principal Protector(SM) Annual withdrawal option GWB Excess withdrawal Principal Protector(SM) Excess withdrawal - -------------------------------------------------------------------------------------- 6 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 7 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUEST FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUEST FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of any transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); 8 Who is AXA Equitable? (2) conversion of a traditional IRA to a Roth Conversion IRA or Flexible Premium Roth IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts; (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for certain contracts with both the Guaranteed minimum income benefit and the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit); (15) requests to step up your Guaranteed withdrawal benefit ("GWB") benefit base, if applicable, under the Optional step up provision; (16) requests to terminate or reinstate your GWB, if applicable, under the Beneficiary continuation option, if applicable; (17) death claims; (18) change in ownership (NQ only), if available under your contract; and (19) enrollment in our "automatic required minimum distribution (RMD) service." WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, both must sign. Who is AXA Equitable? 9 Accumulator(R) at a glance -- key features - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - -------------------------------------------------------------------------------- Professional investment Accumulator's(R) variable investment options invest in different portfolios managed by professional management investment advisers. - ----------------------------------------------------------------------------------------------------------------------------------- Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. o Special 10 year fixed maturity option (available under Guaranteed principal benefit option 2 only). ------------------------------------------------------------------------------------------------------ If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ----------------------------------------------------------------------------------------------------------------------------------- Account for special dollar Available for dollar cost averaging all or a portion of any eligible contribution to your contract. cost averaging - ----------------------------------------------------------------------------------------------------------------------------------- Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. ------------------------------------------------------------------------------------------------------ o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------ If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during the annuitant's life income benefit (or "Living once you elect to annuitize the contract. Benefit") - ----------------------------------------------------------------------------------------------------------------------------------- Principal Protector(SM) Principal Protector(SM) is our optional Guaranteed withdrawal benefit ("GWB"), which provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed a specified amount. This feature may not be available under your contract. - ----------------------------------------------------------------------------------------------------------------------------------- 10 Accumulator(R) at a glance -- key features - ----------------------------------------------------------------------------------------------------------------------------------- Contribution amounts NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP and Rollover TSA contracts o Initial minimum: $5,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) $1,000 (Inherited IRA contracts) ------------------------------------------------------------------------------------------------------------ Flexible Premium IRA and Flexible Premium Roth IRA contracts o Initial minimum: $2,000 o Additional minimum: $ 50 ------------------------------------------------------------------------------------------------------------ Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for certain owners or annuitants who are age 81 and older at contract issue). See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ----------------------------------------------------------------------------------------------------------------------------------- Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ----------------------------------------------------------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager payout options (described in a separate prospectus for that option) - ----------------------------------------------------------------------------------------------------------------------------------- Additional features* o Guaranteed minimum death benefit options o Guaranteed principal benefit options (including Principal assurance) o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semi-annually, and annually) o Free transfers o Waiver of withdrawal charge for certain withdrawals, disability, terminal illness, or confinement to a nursing home o Protection Plus(SM), an optional death benefit available under certain contracts (subject to state availability) o Spousal protection (not available under certain contracts) o Successor owner/annuitant o Beneficiary continuation option o Guaranteed minimum income benefit no lapse guarantee (available under contracts with applications that were signed and submitted on or after January 1, 2005 subject to state availability) o Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset (available under contracts with applications that were signed and submitted on or after October 1, 2005 subject to state availability) * Not all features are available under all contracts. Please see Appendix IX later in this Prospectus for more information. - ----------------------------------------------------------------------------------------------------------------------------------- Accumulator(R) at a glance -- key features 11 - ----------------------------------------------------------------------------------------------------------------------------------- Fees and charges+ o Daily charges on amounts invested in variable investment options for mortality and expense risks, administrative charges and distribution charges at an annual rate of 1.25%. o The charges for the Guaranteed minimum death benefits range from 0.0% to 0.60%, annually, of the applicable benefit base. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge of 0.65% of the applicable benefit base charge for the optional Guaranteed minimum income benefit until you exercise the benefit, elect another annuity payout or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge for the optional Guaranteed principal benefit option 2 (if available) deducted on the first 10 contract date anniversaries equal to 0.50% of the account value. o If your account value at the end of the contract year is less than $50,000, we deduct an annual administrative charge equal to $30, or during the first two contract years, 2% of your account value, if less. If your account value on the contract date anniversary is $50,000 or more, we will not deduct the charge. o An annual charge of 0.35% of your account value for the Protection Plus(SM) optional death benefit. o An annual charge of 0.35% of your account value for the 5% GWB Annual withdrawal option (if available) or 0.50% of your account value for the 7% GWB Annual withdrawal option (if available) for the Principal Protector(SM) benefit. If you "step up" your GWB benefit base, we reserve the right to raise the charge up to 0.60% and 0.80%, respectively. See "Principal Protector(SM)" in "Contract features and benefits" later in this Prospectus. o No sales charge is deducted at the time you make contributions. o During the first seven contract years following a contribution, a charge of up to 7% will be deducted from amounts that you withdraw that exceed 10% of your account value. We use your account value at the beginning of each contract year to calculate the 10% amount available. There is no withdrawal charge in the eighth and later contract years following a contribution. Certain other exemptions may apply. Certain contracts may provide for a higher free withdrawal amount. See Appendix IX later in this Prospectus for the free withdrawal amount that applies to your contract. ------------------------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. ------------------------------------------------------------------------------------------------- o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuity payout option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase the variable immediate annuitization payout option. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trusts' portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee Table" later in this Prospectus for details. + The fees and charges shown in this section are the maximum charges a contract owner will pay. Please see your contract for the fees and charges that apply to you. Also, some of the optional benefits may not be available under your contract. - ----------------------------------------------------------------------------------------------------------------------------------- Annuitant issue ages* NQ: 0-85 Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA and Rollover TSA: 20-85 Flexible Premium IRA: 20-70 Inherited IRA: 0-70 QP: 20-75 * If you are an existing contract owner, you may have purchased your contract at an older issue age. - ----------------------------------------------------------------------------------------------------------------------------------- 12 Accumulator(R) at a glance -- key features The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VIII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Accumulator(R) at a glance -- key features 13 Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The fees and charges shown in this section are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix IX later in this Prospectus for the fees and charges that apply under your contract. If you are a prospective contract owner, all features listed below may not be currently available. Similarly, if you are a current contract owner, all features listed below may not have been available at the time you purchased your contract. See Appendix IX later in this Prospectus for more information. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - -------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - -------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 7.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - -------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - -------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversar Maximum annual administrative charge(2) - -------------------------------------------------------------------------------- If your account value on a contract date anniversary is less than $50,000(3) $30 If your account value on a contract date anniversary is $50,000 or more $0 - -------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks 0.75%(4) Administrative 0.30% Distribution 0.20% ------- Total Separate account annual expenses 1.25% - ----------------------------------------------------------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect). Standard death benefit 0.00% Annual Ratchet to age 85 0.30% of the Annual Ratchet to age 85 benefit base (maximum); 0.25% (current) 6% Roll-Up to age 85 0.45% of the 6% Roll-Up to age 85 benefit base Greater of 5% Roll-Up to age 85 or Annual Ratchet to age 85 0.50% of the greater of 5% Roll-Up to age 85 benefit base of the Annual Ratchet to age 85 benefit base, as applicable. - ----------------------------------------------------------------------------------------------------------------------------------- 14 Fee table - ----------------------------------------------------------------------------------------------------------------------------------- Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% of the greater of 6% Roll-Up to age 85 benefit base or the Annual Ratchet to age 85 benefit base, as applicable Guaranteed principal benefit charge for option 2 (calculated as a percentage of the account value. Deducted annually(2) on the first 10 contract date anniversaries) 0.50% - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed minimum income benefit (or "Living Benefit") charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) 0.65% - ----------------------------------------------------------------------------------------------------------------------------------- Protection Plus(SM) benefit charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anniver- sary for which the benefit is in effect) 0.35% - ----------------------------------------------------------------------------------------------------------------------------------- Principal Protector(SM) benefit charge(2) (calculated as a percentage 0.35% for the 5% GWB of the account value. Deducted annually on each contract date anniver- Annual withdrawal option sary, provided your GWB benefit base is greater than zero.) 0.50% for the 7% GWB Annual withdrawal option If you "step up" your GWB benefit base, we reserve the right to 0.60% for the 5% GWB increase your charge up to: Annual withdrawal option 0.80% for the 7% GWB Annual withdrawal option Please see "Principal Protector(SM)" in "Contract features and benefits" for more information about this feature, including its benefit base and the optional step up provision, and "Principal Protector(SM) charge" in "Charges and expenses," both later in this Prospectus, for more information about when the charge applies. - ----------------------------------------------------------------------------------------------------------------------------------- Net loan interest charge - Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(5) - ----------------------------------------------------------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - -------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses for 2006 Lowest Highest (expenses that are deducted from Portfolio assets ------ ------- including management fees, 12b-1 fees, service fees, and/or other expenses)(6) 0.63% 3.15% - -------------------------------------------------------------------------------- This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------------------------------------------- Acquired Fund Fees Total and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(7) Fees(8) Expenses(9) lios)(10) tions) ments(11) Limitations) - -------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - -------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity* 0.61% 0.25% 0.19% -- 1.05% -- 1.05% - -------------------------------------------------------------------------------------------------------------------- Fee table 15 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ----------------------------------------------------------------------------------------------------------------------------------- Acquired Fund Fees Total and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(7) Fees(8) Expenses(9) lios)(10) tions) ments(11) Limitations) - ----------------------------------------------------------------------------------------------------------------------------------- Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust: - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% - ----------------------------------------------------------------------------------------------------------------------------------- 16 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ----------------------------------------------------------------------------------------------------------------------------------- Acquired Fund Fees Total and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(7) Fees(8) Expenses(9) lios)(10) tions) ments(11) Limitations) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ----------------------------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ----------------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ----------------------------------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable: The withdrawal charge percentage we use is determined by the contract year in Contract which you make the withdrawal or surrender your contract. For each contribution, Year we consider the contract year in which we receive that contribution to be "contract 1 .............................. 7.00% year 1") 2 .............................. 7.00% 3 .............................. 6.00% 4 .............................. 6.00% 5 .............................. 5.00% 6 .............................. 3.00% 7 .............................. 1.00% 8+ ............................. 0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. For Principal Protector(SM) only (if available), if the contract and benefit are continued under the Beneficiary continuation option with Principal Protector(SM), the pro rata deduction for the Principal Protector(SM) charge is waived. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, the charge, if applicable , is $30 for each con tract year. (4) These charges compensate us for certain risks we assume and expenses we incur under the contract. (5) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (6) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (7) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (11) for any expense limitation agreement information. (8) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (9) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (11) for any expense limitation agreement information. (10) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in Fee table 17 shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (11) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2007. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolio in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------- Portfolio Name - -------------------------------------------------- Multimanager Aggressive Equity 1.03% - -------------------------------------------------- Multimanager Health Care 1.63% - -------------------------------------------------- Multimanager International Equity 1.52% - -------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - -------------------------------------------------- Multimanager Large Cap Growth 1.33% - -------------------------------------------------- Multimanager Large Cap Value 1.31% - -------------------------------------------------- Multimanager Mid Cap Growth 1.52% - -------------------------------------------------- Multimanager Mid Cap Value 1.58% - -------------------------------------------------- Multimanager Technology 1.64% - -------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - -------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - -------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - -------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - -------------------------------------------------- EQ/AllianceBernstein Value 0.94% - -------------------------------------------------- EQ/Ariel Appreciation II 1.01% - -------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - -------------------------------------------------- EQ/Capital Guardian Growth 0.94% - -------------------------------------------------- EQ/Capital Guardian Research 0.94% - -------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - -------------------------------------------------- EQ/Davis New York Venture 1.27% - -------------------------------------------------- EQ/Evergreen Omega 1.05% - -------------------------------------------------- EQ/FI Mid Cap 0.97% - -------------------------------------------------- EQ/FI Mid Cap Value 1.09% - -------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - -------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------- EQ/Marsico Focus 1.14% - -------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------- EQ/MFS Investors Trust 0.94% - -------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------- EQ/Small Cap Value 1.02% - -------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). 18 Fee table The example below shows the expenses that a hypothetical contract owner (who has elected the Guaranteed minimum income benefit with the enhanced death benefit that provides for the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and Protection Plus(SM)) would pay in the situations illustrated. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .014% of contract value. The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 19 - ---------------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period ------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST - ---------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $1,153.00 $1,988.00 $2,863.00 $4,989.00 AXA Conservative Allocation $1,132.00 $1,927.00 $2,763.00 $4,806.00 AXA Conservative-Plus Allocation $1,133.00 $1,930.00 $2,768.00 $4,816.00 AXA Moderate Allocation $1,138.00 $1,945.00 $2,793.00 $4,861.00 AXA Moderate-Plus Allocation $1,146.00 $1,967.00 $2,828.00 $4,925.00 Multimanager Aggressive Equity* $1,112.00 $1,868.00 $2,668.00 $4,630.00 Multimanager Core Bond* $1,109.00 $1,859.00 $2,653.00 $4,601.00 Multimanager Health Care* $1,178.00 $2,061.00 $2,981.00 $5,202.00 Multimanager High Yield* $1,108.00 $1,856.00 $2,648.00 $4,592.00 Multimanager International Equity* $1,163.00 $2,016.00 $2,907.00 $5,069.00 Multimanager Large Cap Core Equity* $1,144.00 $1,960.00 $2,818.00 $4,907.00 Multimanager Large Cap Growth* $1,146.00 $1,967.00 $2,828.00 $4,925.00 Multimanager Large Cap Value* $1,144.00 $1,960.00 $2,818.00 $4,907.00 Multimanager Mid Cap Growth* $1,166.00 $2,025.00 $2,922.00 $5,096.00 Multimanager Mid Cap Value* $1,169.00 $2,034.00 $2,937.00 $5,123.00 Multimanager Technology * $1,178.00 $2,061.00 $2,981.00 $5,202.00 - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $1,091.00 $1,806.00 $2,567.00 $4,440.00 EQ/AllianceBernstein Growth and Income++ $1,100.00 $1,831.00 $2,608.00 $4,516.00 EQ/AllianceBernstein Intermediate Government Securities $1,095.00 $1,819.00 $2,587.00 $4,478.00 EQ/AllianceBernstein International $1,124.00 $1,902.00 $2,723.00 $4,732.00 EQ/AllianceBernstein Large Cap Growth $1,134.00 $1,933.00 $2,773.00 $4,825.00 EQ/AllianceBernstein Quality Bond $1,095.00 $1,819.00 $2,587.00 $4,478.00 EQ/AllianceBernstein Small Cap Growth $1,120.00 $1,890.00 $2,703.00 $4,695.00 EQ/AllianceBernstein Value $1,105.00 $1,846.00 $2,633.00 $4,564.00 EQ/Ariel Appreciation II $1,160.00 $2,009.00 $2,897.00 $5,051.00 EQ/AXA Rosenberg Value Long/Short Equity $1,326.00 $2,484.00 $3,650.00 $6,351.00 EQ/BlackRock Basic Value Equity* $1,101.00 $1,834.00 $2,613.00 $4,526.00 EQ/BlackRock International Value* $1,136.00 $1,939.00 $2,783.00 $4,843.00 EQ/Boston Advisors Equity Income $1,123.00 $1,899.00 $2,718.00 $4,723.00 EQ/Calvert Socially Responsible $1,123.00 $1,899.00 $2,718.00 $4,723.00 EQ/Capital Guardian Growth $1,113.00 $1,871.00 $2,673.00 $4,639.00 EQ/Capital Guardian International+ $1,137.00 $1,942.00 $2,788.00 $4,852.00 EQ/Capital Guardian Research $1,110.00 $1,862.00 $2,658.00 $4,611.00 EQ/Capital Guardian U.S. Equity ++ $1,110.00 $1,862.00 $2,658.00 $4,611.00 EQ/Caywood-Scholl High Yield Bond $1,110.00 $1,862.00 $2,658.00 $4,611.00 EQ/Davis New York Venture $1,195.00 $2,110.00 $3,059.00 $5,342.00 EQ/Equity 500 Index $1,068.00 $1,738.00 $2,455.00 $4,226.00 EQ/Evergreen International Bond $1,126.00 $1,908.00 $2,733.00 $4,751.00 EQ/Evergreen Omega $1,118.00 $1,887.00 $2,698.00 $4,686.00 EQ/FI Mid Cap $1,115.00 $1,877.00 $2,683.00 $4,658.00 - ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period ------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST - ---------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $1,988.00 $2,863.00 $4,989.00 AXA Conservative Allocation N/A $1,927.00 $2,763.00 $4,806.00 AXA Conservative-Plus Allocation N/A $1,930.00 $2,768.00 $4,816.00 AXA Moderate Allocation N/A $1,945.00 $2,793.00 $4,861.00 AXA Moderate-Plus Allocation N/A $1,967.00 $2,828.00 $4,925.00 Multimanager Aggressive Equity* N/A $1,868.00 $2,668.00 $4,630.00 Multimanager Core Bond* N/A $1,859.00 $2,653.00 $4,601.00 Multimanager Health Care* N/A $2,061.00 $2,981.00 $5,202.00 Multimanager High Yield* N/A $1,856.00 $2,648.00 $4,592.00 Multimanager International Equity* N/A $2,016.00 $2,907.00 $5,069.00 Multimanager Large Cap Core Equity* N/A $1,960.00 $2,818.00 $4,907.00 Multimanager Large Cap Growth* N/A $1,967.00 $2,828.00 $4,925.00 Multimanager Large Cap Value* N/A $1,960.00 $2,818.00 $4,907.00 Multimanager Mid Cap Growth* N/A $2,025.00 $2,922.00 $5,096.00 Multimanager Mid Cap Value* N/A $2,034.00 $2,937.00 $5,123.00 Multimanager Technology* N/A $2,061.00 $2,981.00 $5,202.00 - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $1,806.00 $2,567.00 $4,440.00 EQ/AllianceBernstein Growth and Income++ N/A $1,831.00 $2,608.00 $4,516.00 EQ/AllianceBernstein Intermediate Government Securities N/A $1,819.00 $2,587.00 $4,478.00 EQ/AllianceBernstein International N/A $1,902.00 $2,723.00 $4,732.00 EQ/AllianceBernstein Large Cap Growth N/A $1,933.00 $2,773.00 $4,825.00 EQ/AllianceBernstein Quality Bond N/A $1,819.00 $2,587.00 $4,478.00 EQ/AllianceBernstein Small Cap Growth N/A $1,890.00 $2,703.00 $4,695.00 EQ/AllianceBernstein Value N/A $1,846.00 $2,633.00 $4,564.00 EQ/Ariel Appreciation II N/A $2,009.00 $2,897.00 $5,051.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $2,484.00 $3,650.00 $6,351.00 EQ/BlackRock Basic Value Equity* N/A $1,834.00 $2,613.00 $4,526.00 EQ/BlackRock International Value* N/A $1,939.00 $2,783.00 $4,843.00 EQ/Boston Advisors Equity Income N/A $1,899.00 $2,718.00 $4,723.00 EQ/Calvert Socially Responsible N/A $1,899.00 $2,718.00 $4,723.00 EQ/Capital Guardian Growth N/A $1,871.00 $2,673.00 $4,639.00 EQ/Capital Guardian International+ N/A $1,942.00 $2,788.00 $4,852.00 EQ/Capital Guardian Research N/A $1,862.00 $2,658.00 $4,611.00 EQ/Capital Guardian U.S. Equity++ N/A $1,862.00 $2,658.00 $4,611.00 EQ/Caywood-Scholl High Yield Bond N/A $1,862.00 $2,658.00 $4,611.00 EQ/Davis New York Venture N/A $2,110.00 $3,059.00 $5,342.00 EQ/Equity 500 Index N/A $1,738.00 $2,455.00 $4,226.00 EQ/Evergreen International Bond N/A $1,908.00 $2,733.00 $4,751.00 EQ/Evergreen Omega N/A $1,887.00 $2,698.00 $4,686.00 EQ/FI Mid Cap N/A $1,877.00 $2,683.00 $4,658.00 - ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period ------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST - ---------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $453.00 $1,388.00 $2,363.00 $4,989.00 AXA Conservative Allocation $432.00 $1,327.00 $2,263.00 $4,806.00 AXA Conservative-Plus Allocation $433.00 $1,330.00 $2,268.00 $4,816.00 AXA Moderate Allocation $438.00 $1,345.00 $2,293.00 $4,861.00 AXA Moderate-Plus Allocation $446.00 $1,367.00 $2,328.00 $4,925.00 Multimanager Aggressive Equity* $412.00 $1,268.00 $2,168.00 $4,630.00 Multimanager Core Bond* $409.00 $1,259.00 $2,153.00 $4,601.00 Multimanager Health Care* $478.00 $1,461.00 $2,481.00 $5,202.00 Multimanager High Yield* $408.00 $1,256.00 $2,148.00 $4,592.00 Multimanager International Equity* $463.00 $1,416.00 $2,407.00 $5,069.00 Multimanager Large Cap Core Equity* $444.00 $1,360.00 $2,318.00 $4,907.00 Multimanager Large Cap Growth* $446.00 $1,367.00 $2,328.00 $4,925.00 Multimanager Large Cap Value* $444.00 $1,360.00 $2,318.00 $4,907.00 Multimanager Mid Cap Growth* $466.00 $1,425.00 $2,422.00 $5,096.00 Multimanager Mid Cap Value* $469.00 $1,434.00 $2,437.00 $5,123.00 Multimanager Technology * $478.00 $1,461.00 $2,481.00 $5,202.00 - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $391.00 $1,206.00 $2,067.00 $4,440.00 EQ/AllianceBernstein Growth and Income++ $400.00 $1,231.00 $2,108.00 $4,516.00 EQ/AllianceBernstein Intermediate Government Securitie s $395.00 $1,219.00 $2,087.00 $4,478.00 EQ/AllianceBernstein International $424.00 $1,302.00 $2,223.00 $4,732.00 EQ/AllianceBernstein Large Cap Growth $434.00 $1,333.00 $2,273.00 $4,825.00 EQ/AllianceBernstein Quality Bond $395.00 $1,219.00 $2,087.00 $4,478.00 EQ/AllianceBernstein Small Cap Growth $420.00 $1,290.00 $2,203.00 $4,695.00 EQ/AllianceBernstein Value $405.00 $1,246.00 $2,133.00 $4,564.00 EQ/Ariel Appreciation II $460.00 $1,409.00 $2,397.00 $5,051.00 EQ/AXA Rosenberg Value Long/Short Equity $626.00 $1,884.00 $3,150.00 $6,351.00 EQ/BlackRock Basic Value Equity* $401.00 $1,234.00 $2,113.00 $4,526.00 EQ/BlackRock International Value* $436.00 $1,339.00 $2,283.00 $4,843.00 EQ/Boston Advisors Equity Income $423.00 $1,299.00 $2,218.00 $4,723.00 EQ/Calvert Socially Responsible $423.00 $1,299.00 $2,218.00 $4,723.00 EQ/Capital Guardian Growth $413.00 $1,271.00 $2,173.00 $4,639.00 EQ/Capital Guardian International+ $437.00 $1,342.00 $2,288.00 $4,852.00 EQ/Capital Guardian Research $410.00 $1,262.00 $2,158.00 $4,611.00 EQ/Capital Guardian U.S. Equity ++ $410.00 $1,262.00 $2,158.00 $4,611.00 EQ/Caywood-Scholl High Yield Bond $410.00 $1,262.00 $2,158.00 $4,611.00 EQ/Davis New York Venture $495.00 $1,510.00 $2,559.00 $5,342.00 EQ/Equity 500 Index $368.00 $1,138.00 $1,955.00 $4,226.00 EQ/Evergreen International Bond $426.00 $1,308.00 $2,233.00 $4,751.00 EQ/Evergreen Omega $418.00 $1,287.00 $2,198.00 $4,686.00 EQ/FI Mid Cap $415.00 $1,277.00 $2,183.00 $4,658.00 - ---------------------------------------------------------------------------------------------------------------- 20 Fee table - ---------------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period ------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value+ $1,118.00 $1,887.00 $2,698.00 $4,686.00 EQ/Franklin Income $1,163.00 $2,016.00 $2,907.00 $5,069.00 EQ/Franklin Small Cap Value $1,333.00 $2,502.00 $3,677.00 $6,396.00 EQ/Franklin Templeton Founding Strategy** $1,168.00 $2,031.00 $2,932.00 $5,114.00 EQ/GAMCO Mergers and Acquisitions $1,157.00 $2,000.00 $2,882.00 $5,025.00 EQ/GAMCO Small Company Value $1,125.00 $1,905.00 $2,728.00 $4,742.00 EQ/International Growth $1,154.00 $1,991.00 $2,868.00 $4,998.00 EQ/Janus Large Cap Growth++ $1,138.00 $1,945.00 $2,793.00 $4,861.00 EQ/JPMorgan Core Bond $1,090.00 $1,803.00 $2,562.00 $4,430.00 EQ/JPMorgan Value Opportunities $1,108.00 $1,856.00 $2,648.00 $4,592.00 EQ/Legg Mason Value Equity $1,120.00 $1,890.00 $2,703.00 $4,695.00 EQ/Long Term Bond $1,089.00 $1,800.00 $2,557.00 $4,421.00 EQ/Lord Abbett Growth and Income $1,124.00 $1,902.00 $2,723.00 $4,732.00 EQ/Lord Abbett Large Cap Core $1,139.00 $1,948.00 $2,798.00 $4,871.00 EQ/Lord Abbett Mid Cap Value $1,121.00 $1,893.00 $2,708.00 $4,705.00 EQ/Marsico Focus $1,131.00 $1,924.00 $2,758.00 $4,797.00 EQ/MFS Emerging Growth Companies+ $1,112.00 $1,868.00 $2,668.00 $4,630.00 EQ/MFS Investors Trust+ $1,108.00 $1,856.00 $2,648.00 $4,592.00 EQ/Money Market $1,078.00 $1,766.00 $2,501.00 $4,314.00 EQ/Montag & Caldwell Growth $1,124.00 $1,902.00 $2,723.00 $4,732.00 EQ/Mutual Shares $1,175.00 $2,052.00 $2,966.00 $5,176.00 EQ/Oppenheimer Global $1,265.00 $2,312.00 $3,380.00 $5,900.00 EQ/Oppenheimer Main Street Opportunity $1,283.00 $2,363.00 $3,460.00 $6,035.00 EQ/Oppenheimer Main Street Small Cap $1,278.00 $2,348.00 $3,436.00 $5,995.00 EQ/PIMCO Real Return $1,105.00 $1,846.00 $2,633.00 $4,564.00 EQ/Short Duration Bond $1,088.00 $1,797.00 $2,552.00 $4,411.00 EQ/Small Cap Value+ $1,121.00 $1,893.00 $2,708.00 $4,705.00 EQ/Small Company Growth+ $1,151.00 $1,982.00 $2,853.00 $4,971.00 EQ/Small Company Index $1,072.00 $1,750.00 $2,475.00 $4,266.00 EQ/TCW Equity ++ $1,129.00 $1,917.00 $2,748.00 $4,779.00 EQ/Templeton Growth $1,195.00 $2,110.00 $3,059.00 $5,342.00 EQ/UBS Growth and Income $1,125.00 $1,905.00 $2,728.00 $4,742.00 EQ/Van Kampen Comstock $1,116.00 $1,880.00 $2,688.00 $4,667.00 EQ/Van Kampen Emerging Markets Equity $1,188.00 $2,089.00 $3,025.00 $5,281.00 EQ/Van Kampen Mid Cap Growth $1,126.00 $1,908.00 $2,733.00 $4,751.00 EQ/Wells Fargo Montgomery Small Cap++ $1,160.00 $2,009.00 $2,897.00 $5,051.00 - ---------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ---------------------------------------------------------------------------------------------------------------- U.S. Real Estate - Class II++ $1,145.00 $1,963.00 $2,823.00 $4,916.00 - ---------------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period ------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value+ N/A $1,887.00 $2,698.00 $4,686.00 EQ/Franklin Income N/A $2,016.00 $2,907.00 $5,069.00 EQ/Franklin Small Cap Value N/A $2,502.00 $3,677.00 $6,396.00 EQ/Franklin Templeton Founding Strategy** N/A $2,031.00 $2,932.00 $5,114.00 EQ/GAMCO Mergers and Acquisitions N/A $2,000.00 $2,882.00 $5,025.00 EQ/GAMCO Small Company Value N/A $1,905.00 $2,728.00 $4,742.00 EQ/International Growth N/A $1,991.00 $2,868.00 $4,998.00 EQ/Janus Large Cap Growth++ N/A $1,945.00 $2,793.00 $4,861.00 EQ/JPMorgan Core Bond N/A $1,803.00 $2,562.00 $4,430.00 EQ/JPMorgan Value Opportunities N/A $1,856.00 $2,648.00 $4,592.00 EQ/Legg Mason Value Equity N/A $1,890.00 $2,703.00 $4,695.00 EQ/Long Term Bond N/A $1,800.00 $2,557.00 $4,421.00 EQ/Lord Abbett Growth and Income N/A $1,902.00 $2,723.00 $4,732.00 EQ/Lord Abbett Large Cap Core N/A $1,948.00 $2,798.00 $4,871.00 EQ/Lord Abbett Mid Cap Value N/A $1,893.00 $2,708.00 $4,705.00 EQ/Marsico Focus N/A $1,924.00 $2,758.00 $4,797.00 EQ/MFS Emerging Growth Companies+ N/A $1,868.00 $2,668.00 $4,630.00 EQ/MFS Investors Trust+ N/A $1,856.00 $2,648.00 $4,592.00 EQ/Money Market N/A $1,766.00 $2,501.00 $4,314.00 EQ/Montag & Caldwell Growth N/A $1,902.00 $2,723.00 $4,732.00 EQ/Mutual Shares N/A $2,052.00 $2,966.00 $5,176.00 EQ/Oppenheimer Global N/A $2,312.00 $3,380.00 $5,900.00 EQ/Oppenheimer Main Street Opportunity N/A $2,363.00 $3,460.00 $6,035.00 EQ/Oppenheimer Main Street Small Cap N/A $2,348.00 $3,436.00 $5,995.00 EQ/PIMCO Real Return N/A $1,846.00 $2,633.00 $4,564.00 EQ/Short Duration Bond N/A $1,797.00 $2,552.00 $4,411.00 EQ/Small Cap Value+ N/A $1,893.00 $2,708.00 $4,705.00 EQ/Small Company Growth+ N/A $1,982.00 $2,853.00 $4,971.00 EQ/Small Company Index N/A $1,750.00 $2,475.00 $4,266.00 EQ/TCW Equity ++ N/A $1,917.00 $2,748.00 $4,779.00 EQ/Templeton Growth N/A $2,110.00 $3,059.00 $5,342.00 EQ/UBS Growth and Income N/A $1,905.00 $2,728.00 $4,742.00 EQ/Van Kampen Comstock N/A $1,880.00 $2,688.00 $4,667.00 EQ/Van Kampen Emerging Markets Equity N/A $2,089.00 $3,025.00 $5,281.00 EQ/Van Kampen Mid Cap Growth N/A $1,908.00 $2,733.00 $4,751.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $2,009.00 $2,897.00 $5,051.00 - ---------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ---------------------------------------------------------------------------------------------------------------- U.S. Real Estate - Class II++ N/A $1,963.00 $2,823.00 $4,916.00 - ---------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period ------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value+ $418.00 $1,287.00 $2,198.00 $4,686.00 EQ/Franklin Income $463.00 $1,416.00 $2,407.00 $5,069.00 EQ/Franklin Small Cap Value $633.00 $1,902.00 $3,177.00 $6,396.00 EQ/Franklin Templeton Founding Strategy** $468.00 $1,431.00 $2,432.00 $5,114.00 EQ/GAMCO Mergers and Acquisitions $457.00 $1,400.00 $2,382.00 $5,025.00 EQ/GAMCO Small Company Value $425.00 $1,305.00 $2,228.00 $4,742.00 EQ/International Growth $454.00 $1,391.00 $2,368.00 $4,998.00 EQ/Janus Large Cap Growth++ $438.00 $1,345.00 $2,293.00 $4,861.00 EQ/JPMorgan Core Bond $390.00 $1,203.00 $2,062.00 $4,430.00 EQ/JPMorgan Value Opportunities $408.00 $1,256.00 $2,148.00 $4,592.00 EQ/Legg Mason Value Equity $420.00 $1,290.00 $2,203.00 $4,695.00 EQ/Long Term Bond $389.00 $1,200.00 $2,057.00 $4,421.00 EQ/Lord Abbett Growth and Income $424.00 $1,302.00 $2,223.00 $4,732.00 EQ/Lord Abbett Large Cap Core $439.00 $1,348.00 $2,298.00 $4,871.00 EQ/Lord Abbett Mid Cap Value $421.00 $1,293.00 $2,208.00 $4,705.00 EQ/Marsico Focus $431.00 $1,324.00 $2,258.00 $4,797.00 EQ/MFS Emerging Growth Companies+ $412.00 $1,268.00 $2,168.00 $4,630.00 EQ/MFS Investors Trust+ $408.00 $1,256.00 $2,148.00 $4,592.00 EQ/Money Market $378.00 $1,166.00 $2,001.00 $4,314.00 EQ/Montag & Caldwell Growth $424.00 $1,302.00 $2,223.00 $4,732.00 EQ/Mutual Shares $475.00 $1,452.00 $2,466.00 $5,176.00 EQ/Oppenheimer Global $565.00 $1,712.00 $2,880.00 $5,900.00 EQ/Oppenheimer Main Street Opportunity $583.00 $1,763.00 $2,960.00 $6,035.00 EQ/Oppenheimer Main Street Small Cap $578.00 $1,748.00 $2,936.00 $5,995.00 EQ/PIMCO Real Return $405.00 $1,246.00 $2,133.00 $4,564.00 EQ/Short Duration Bond $388.00 $1,197.00 $2,052.00 $4,411.00 EQ/Small Cap Value+ $421.00 $1,293.00 $2,208.00 $4,705.00 EQ/Small Company Growth+ $451.00 $1,382.00 $2,353.00 $4,971.00 EQ/Small Company Index $372.00 $1,150.00 $1,975.00 $4,266.00 EQ/TCW Equity++ $429.00 $1,317.00 $2,248.00 $4,779.00 EQ/Templeton Growth $495.00 $1,510.00 $2,559.00 $5,342.00 EQ/UBS Growth and Income $425.00 $1,305.00 $2,228.00 $4,742.00 EQ/Van Kampen Comstock $416.00 $1,280.00 $2,188.00 $4,667.00 EQ/Van Kampen Emerging Markets Equity $488.00 $1,489.00 $2,525.00 $5,281.00 EQ/Van Kampen Mid Cap Growth $426.00 $1,308.00 $2,233.00 $4,751.00 EQ/Wells Fargo Montgomery Small Cap++ $460.00 $1,409.00 $2,397.00 $5,051.00 - ---------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ---------------------------------------------------------------------------------------------------------------- U.S. Real Estate - Class II++ $445.00 $1,363.00 $2,323.00 $4,916.00 - ---------------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Fee table 21 CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. 22 Fee table 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum contribution amount for each type of contract purchased. The following table summarizes our rules regarding contributions to your contract. All ages in the table refer to the age of the annuitant named in the contract. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are ages 81 and older at contract issue -- if you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "annuitant" is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner. - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 85 o $5,000 (initial) o After-tax money. o For annuitants up to age 83 at contract issue, no addi- o $500 (additional) o Paid to us by check or tional contributions may be transfer of contract value made after attainment of o $100 monthly and $300 in a tax-deferred exchange age 84, or, if later, the first quarterly under our auto- under Section 1035 of the contract date anniversary.* matic investment program Internal Revenue Code. (additional) o For annuitants age 84 or older at contract issue, additional contributions may be made up to one year from contract issue.* - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 23 - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $5,000 (initial) o Eligible rollover distribu- o For annuitants up to age 83 tions from TSA contracts or at contract issue, no addi- o $50 (additional) other 403(b) arrangements, tional contributions may be qualified plans, and govern- made after attainment of mental employer 457(b) age 84, or, if later, the plans. first contract date anniversary.* o Rollovers from another traditional individual retire- o For annuitants age 84 or ment arrangement. older at contract issue, addi- tional contributions o Direct custodian-to- may be made up to one year custodian transfers from from contract issue.* another traditional indi- vidual retirement o Contributions after age arrangement. 70-1/2 must be net of required minimum o Regular IRA contributions. distributions. o Additional "catch-up" o Although we accept regular contributions. IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under rollover IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ----------------------------------------------------------------------------------------------------------------------------------- 24 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $5,000 (initial) o Rollovers from another Roth o For annuitants up to age 83 IRA IRA. at contract issue, no addi- o $50 (additional) tional contributions may be o Rollovers from a "desig- made after attainment of nated Roth contribution age 84, or, if later, the account" under a 401(k) first contract date plan or 403(b) arrange- anniversary.* ment. o For annuitants age 84 or o Conversion rollovers from a older at contract issue, traditional IRA. addi- tional contributions may be made up to one year o Direct transfers from from contract issue.* another Roth IRA. o Conversion rollovers after o Regular Roth IRA contribu- age 70-1/2 must be net of tions. required minimum distribu- tions for the traditional o Additional catch-up IRA you are rolling over. contributions. o You cannot roll over funds from a traditional IRA if your adjusted gross income is $100,000 or more. o Although we accept regular Roth IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contribu- tions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 25 - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $5,000 (initial) o Direct transfers of pre-tax o For annuitants up to age 83 funds from another contract at contract issue, no addi- o $500 (additional) or arrangement under Sec- tional contributions may be tion 403(b) of the Internal made after attainment of Revenue Code, complying age 84,or, if later, the with IRS Revenue Ruling first contract date 90-24. anniversary.* o Eligible rollover distribu- o For annuitants age 84 or tions of pre-tax funds from older at contract issue, other 403(b) plans. addi- tional contributions may be made up to one year o Subsequent contributions from contract issue.* may also be rollovers from qualified plans, governmen- o Rollover or direct transfer tal employer 457(b) plans contributions after age and traditional IRAs. 70-1/2 must be net of any required minimum distributions. o We do not accept employer- remitted contributions. - ----------------------------------------------------------------------------------------------------------------------------------- QP 20 through 75 o $5,000 (initial) o Only transfer contributions o A separate QP contract must from other investments be established for each o $500 (additional) within an existing defined plan participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contribu- o The plan must be qualified tions or contributions under Section 401(a) of the directly from the employer. Internal Revenue Code. o Only one additional o For 401(k) plans, trans- transfer contribution may ferred contributions may be made during a contract not include any after-tax year. contributions, including designated Roth contribu- o No additional transfer con- tions. tributions after participant's attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ----------------------------------------------------------------------------------------------------------------------------------- 26 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Flexible Premium 20 through 70 o $2,000 (initial) o Regular traditional IRA IRA o No regular IRA IRA contributions. contributions in the o $50 (additional) calendar year you turn age o Additional catch-up 70-1/2 and thereafter. o $50 under our contributions. automatic investment o Rollover and direct program (additional) o Eligible rollover distribu- transfer contributions may tions from TSA contracts or be made up to attainment of other 403(b) arrangements, age 84.* qualified plans, and govern- mental employer o Regular contributions may 457(b) plans. not exceed $4,000 for 2007 and $5,000 for 2008. o Rollovers from another traditional individual o Rollover and direct retire- ment arrangement. transfer contributions after age 70-1/2 must be o Direct custodian- net of required minimum to-custodian transfers from distributions. another traditional indi- vidual retirement o Although we accept rollover arrangement. and direct transfer contribu- tions under the Flexible Premium IRA contract, we intend that this contract be used for ongoing regular contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 27 - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Flexible Premium 20 through 85 o $2,000 (initial) o Regular after-tax o For annuitants up to age 83 Roth IRA contributions. at contract issue, no addi- o $50 (additional) tional contributions may be o Additional catch-up made after the attainment o $50 under our contributions. of age 84, or, if later, automatic investment the first contract date program (additional) o Rollovers from another Roth anniversary.* IRA. o For annuitants age 84 and o Rollovers from a "desig- older at contract issue, nated Roth contribution addi- tional contributions account" under a 401(k) may be made up to one year plan or 403(b) arrange- from contract issue.* ment. o Regular Roth IRA contribu- o Conversion rollovers from a tions may not exceed $4,000 traditional IRA. for 2007 and $5,000 for 2008. o Direct transfers from another Roth IRA. o Contributions are subject to income limits and other tax rules. o Although we accept rollover and direct transfer contribu- tions under the Flexible Premium Roth IRA contract, we intend that this contract be used for ongoing regular Roth IRA contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - ----------------------------------------------------------------------------------------------------------------------------------- 28 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Inherited IRA 0-70 o $5,000 (initial) o Direct custodian-to- o Any additional Beneficiary custodian transfers of your contributions must be from Continuation o $1,000 (additional) interest as a death benefi- the same type of IRA of the Contract (tradi- ciary of the deceased same deceased owner. tional IRA or owner's traditional indi- Roth IRA) vidual retirement o Non-spousal beneficiary arrangement or Roth IRA to direct rollover an IRA of the same type. contributions from qualified plans, 403(b) arrangements and govern- mental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. - ----------------------------------------------------------------------------------------------------------------------------------- + Additional contributions may not be permitted under certain conditions in your state. If you purchase Guaranteed principal benefit option 2, no contributions are permitted after the six month period beginning on the contract date. Please see Appendix VIII later in the Prospectus to see if additional contributions are permitted in your state. * Please see Appendix IX for variations that may apply to your contract. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. Contract features and benefits 29 OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. If the Spousal protection feature is available under your contract and is elected, the spouses must be joint owners, one of the spouses must be the annuitant, and both must be named as the only primary beneficiaries. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or an enhanced death benefit, you should strongly consider "split-funding": that is, the trust holds investments in addition to this Accumulator(R) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB and/or the enhanced death benefit base. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II later in this Prospectus for more information on QP contracts. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. 30 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ----------------------------------------------------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ----------------------------------------------------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, o AXA Equitable ALLOCATION with a greater emphasis on current income. - ----------------------------------------------------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION Seeks long-term capital appreciation and o AXA Equitable current income. - ----------------------------------------------------------------------------------------------------------------------------------- AXA MODERATE-PLUS Seeks long-term capital appreciation and o AXA Equitable ALLOCATION current income, with a greater emphasis on capital appreciation. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER CORE BOND(2) To seek a balance of a high current income o BlackRock Financial Management, Inc. and capital appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER HIGH YIELD(4) High total return through a combination of o Pacific Investment Management Company LLC current income and capital appreciation. o Post Advisory Group, LLC - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 31 - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent o AllianceBernstein L.P. MEDIATE GOVERNMENT with relative stability of principal. SECURITIES - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent o AllianceBernstein L.P. BOND withmoderate risk to capital. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY bear markets using strategies that are designed to limit exposure to general equity market risk. - ----------------------------------------------------------------------------------------------------------------------------------- 32 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth o BlackRock Investment Management Interna- VALUE(13) of income, accompanied by growth of capital. tional Limited - ----------------------------------------------------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve o Boston Advisors, LLC INCOME an above-average and consistent total return. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ----------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ----------------------------------------------------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ----------------------------------------------------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily o AXA Equitable FOUNDING STRATEGY(**) seeks income. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ----------------------------------------------------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 33 - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with o JPMorgan Investment Management Inc. moderate risk to capital and maintenance of liquidity. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC CORE able risk. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ----------------------------------------------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management of real capital and prudent investment management. Company, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. o BlackRock Financial Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ----------------------------------------------------------------------------------------------------------------------------------- 34 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ----------------------------------------------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary consideration. (Americas) Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ----------------------------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ----------------------------------------------------------------------------------------------------------------------------------- U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and o Van Kampen (is the name under which long-term capital appreciation by investing primarily Morgan Stanley Investment Management in equity securities of companies in the U.S. real Inc. does business in certain estate industry, including real estate investment situations) trusts. - ----------------------------------------------------------------------------------------------------------------------------------- (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. -------------------------------------------- FN Portfolio Name until May 29, 2007 -------------------------------------------- (1) AXA Premier VIP Aggressive Equity -------------------------------------------- (2) AXA Premier VIP Core Bond -------------------------------------------- (3) AXA Premier VIP Health Care -------------------------------------------- (4) AXA Premier VIP High Yield -------------------------------------------- (5) AXA Premier VIP International Equity -------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity -------------------------------------------- (7) AXA Premier VIP Large Cap Growth -------------------------------------------- (8) AXA Premier VIP Large Cap Value -------------------------------------------- (9) AXA Premier VIP Mid Cap Growth -------------------------------------------- (10) AXA Premier VIP Mid Cap Value -------------------------------------------- (11) AXA Premier VIP Technology -------------------------------------------- (12) EQ/Mercury Basic Value Equity -------------------------------------------- (13) EQ/Mercury International Value -------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objective, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Portfolios contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. Contract features and benefits 35 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VIII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1% to 3%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3%. Current interest rates will never be less than the yearly guaranteed interest rate. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if, on the date the contribution or transfer is to be applied, the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VIII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- Under the Special 10 year fixed maturity option (which is available only under contracts that offer GPB Option 2), additional contributions will have the same maturity date as your initial contribution (see "The guaranteed principal benefits" below). The rate to maturity you will receive for each additional contribution is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution. On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value 36 Contract features and benefits adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for withdrawal charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amounts of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose from among three ways to allocate your contributions under your contract: self-directed, the guaranteed principal benefits or dollar cost averaging. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states-See Appendix VIII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. The total of your allocations into all available investment options must equal 100%. If the annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. THE GUARANTEED PRINCIPAL BENEFITS (INCLUDING PRINCIPAL ASSURANCE) We offer a guaranteed principal benefit ("GPB") with two options. See Appendix VIII later in this Prospectus for more information on state availability and Appendix IX for contract variation and/or availability of these benefits. You may only elect one of the GPBs. Neither GPB is available under Inherited IRA contracts. We will not offer either GPB when the rate to maturity for the applicable fixed maturity option is 3%. Both GPB options allow you to allocate a portion of your total contributions to the variable investment options, while ensuring that your account value will at least equal your contributions adjusted for withdrawals and transfers on a specified date. GPB Option 2 generally provides you with the ability to allocate more of your contributions to the variable investment options than could be allocated using GPB Option 1 (also known as Principal assurance) If you elect either GPB, you may not elect the Guaranteed minimum income benefit, Principal Protector(SM), the systematic withdrawals option or the substantially equal withdrawals option. However, certain existing contract owners who elected GPB are not subject to these restrictions. See Appendix IX for information on what applies under your contract. You may elect GPB Option 1 only if the annuitant is age 80 or younger when the contract is issued (after age 75, only the 7-year fixed maturity option is available). You may elect GPB Option 2 only if the annuitant is age 75 or younger when the contract is issued. GPB Option 2 is not available for purchase with any Flexible Premium IRA contract whether traditional or Roth. If you are purchasing an IRA, QP Contract features and benefits 37 or Rollover TSA contract, before you either purchase GPB Option 2 or elect GPB Option 1 with a maturity year that would extend beyond the year in which you will reach age 70-1/2, you should consider whether your value in the variable investment options, guaranteed interest option and permissible funds outside this contract are sufficient to meet your required minimum distributions. See "Tax information" later in this Prospectus. If you elect GPB Option 2 and change ownership of the contract, GPB Option 2 will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. GUARANTEED PRINCIPAL BENEFIT OPTION 1 (UNDER CERTAIN CONTRACTS, THIS FEATURE IS CALLED "PRINCIPAL ASSURANCE"). Under GPB Option 1, you select a fixed maturity option at the time you sign your application. We specify the portion of your initial contribution to be allocated to that fixed maturity option in an amount that will cause the maturity value to equal the amount of your entire initial contribution on the fixed maturity option's maturity date. The percentage of your contribution allocated to the fixed maturity option will be calculated based upon the rate to maturity then in effect for the fixed maturity option you choose. Your contract will contain information on the amount of your contribution allocated to the fixed maturity option. The maturity date you select generally may not be later than 10 years, or earlier than 7 years from your contract date. If you make any withdrawals or transfers from the fixed maturity option before the option's maturity date, the amount in the fixed maturity option will be adjusted and may no longer grow to equal your initial contribution under GPB Option 1. You may allocate the remainder of your initial contribution to the investment options and guaranteed interest option however you choose (unless you elect a dollar cost averaging program, in which case the remainder of your initial contribution must be allocated to the dollar cost averaging program). Upon the maturity date of the fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." There is no charge for GPB Option 1. GUARANTEED PRINCIPAL BENEFIT OPTION 2. You may purchase GPB Option 2 at the time you apply for your contract. IF YOU PURCHASE GPB OPTION 2, YOU MAY NOT MAKE ADDITIONAL CONTRIBUTIONS TO YOUR CONTRACT AFTER SIX MONTHS FROM THE CONTRACT ISSUE DATE OR AT ANY EARLIER TIME IF AT SUCH TIME THE THEN APPLICABLE RATE TO MATURITY ON THE SPECIAL 10 YEAR FIXED MATURITY OPTION IS 3%. Therefore, any discussion in this Prospectus that involves any additional contributions after the first six months will be inapplicable. This feature is not available under all contracts. We specify the portion of your initial contribution, and any additional permitted contributions, to be allocated to a Special 10 year fixed maturity option. Your contract will contain information on the percentage of applicable contributions allocated to the Special 10 year fixed maturity option. You may allocate the rest of your contributions among the investment options (other than the Special 10 year fixed maturity option) however you choose, as permitted under your contract (unless you elect a dollar cost averaging program, in which case all contributions, other than amounts allocated to the Special 10 year fixed maturity option, must be allocated to the dollar cost averaging program). The Special 10 year fixed maturity option will earn interest at the specified rate to maturity then in effect. If on the 10th contract date anniversary, your annuity account value is less than the amount that is guaranteed under GPB Option 2, we will increase your annuity account value to be equal to the guaranteed amount under GPB Option 2. Any such additional amounts added to your annuity account value will be allocated to the EQ/Money Market investment option. After the maturity date of the Special 10 year fixed maturity option, the guarantee under GPB Option 2 will terminate. Upon the maturity date of the Special 10 year fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." The guaranteed amount under GPB Option 2 is equal to your initial contribution adjusted for any additional permitted contributions, transfers out of the Special 10 year fixed maturity option and withdrawals from the contract (see "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus). Any transfers or withdrawals from the Special 10 year fixed maturity option will also be subject to a market value adjustment (see "Market value adjustment" under "Fixed maturity options" above in this section). Once you purchase the Guaranteed principal benefit option 2, you may not voluntarily terminate this benefit. GPB Option 2 will terminate if the contract terminates before the maturity date of the Special 10 year fixed maturity option. If the owner and the annuitant are different people and the owner dies before the maturity date of the Special 10 year fixed maturity option, we will continue GPB Option 2 only if the contract can continue through the maturity date of the Special 10 year fixed maturity option. If the contract cannot so continue, we will terminate GPB Option 2. GPB Option 2 will continue where there is a successor owner/annuitant. GPB Option 2 will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a fee associated with GPB Option 2 (see "Charges and expenses" later in this Prospectus). You should note that the purchase of GPB Option 2 is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. If you later decide that you would like to make additional contributions to the Accumulator(R) contract, we may permit you to purchase another contract. If we do, however, you should note that we do not reduce or waive any of the charges on the new contract, nor do we guarantee that the features available under this contract will be available under the new contract. This means that you might end up paying more with respect to certain charges than if you had simply purchased a single contract (for example, the administrative charge). The purchase of GPB Option 2 is also not appropriate if you plan on terminating your contract before the maturity date of the Special 10 year fixed maturity option. In addition, because we prohibit contribu- 38 Contract features and benefits tions to your contract after the first six months, certain contract benefits that are dependent upon contributions or account value will be limited (for example the guaranteed death benefits and Protection Plus(SM)). You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option or other fixed maturity options, the purchase of GPB Option 2 may not be appropriate because of the guarantees already provided by these options. An example of the effect of GPB Option 1 and GPB Option 2 on your annuity contract is included in Appendix VI later in this Prospectus. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." If you elect Principal Protector(SM), you may not participate in the special dollar cost averaging program. You may have your account value transferred to any of the variable investment options. We will transfer amounts from the account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months, during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. INVESTMENT SIMPLIFIER Fixed-dollar option. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Transfers may Contract features and benefits 39 be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, the option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. Interest sweep option. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. On the last day of each month, we check to see whether you have at least $7,500 in the guaranteed interest option. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not currently participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. If you elect a GPB and a dollar cost averaging program, 100% of your contributions not allocated to the fixed maturity option under the GPB must be allocated to the dollar cost averaging program you elect. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in every state. See Appendix VIII later in this Prospectus for more information on state availability. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit (known as the "Living Benefit" under certain existing contracts) and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and an enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% (OR 5%) ROLL-UP TO AGE 85 (USED FOR THE 6% ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% (OR 5%) ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to the benefit base is: o 6% (or 5%) with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond), and the account for special dollar cost averaging; the effective annual rate is 4% in Washington. Please see Appendix VIII later in this Prospectus to see what roll-up rate applies in your state or Appendix IX for what applies to your contract; and 40 Contract features and benefits o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the Special 10 year fixed maturity option, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the annuitant's 85th birthday, plus any contributions made since the most recent Annual Ratchet less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. GREATER OF 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% (or 5%) Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit will not be eligible for another reset for five years. If after your death your spouse continues this contract as Successor owner/annuitant, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is annuitant age 75. It is important to note that once you have reset your Roll-Up benefit base a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. The Roll-Up benefit base for both the Greater of enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. For information about whether the Guaranteed death benefit/Guaranteed minimum income benefit roll-up benefit base reset is available under your contract, please see Appendix IX later in this Prospectus. The availability of the Guaranteed minimum death benefit/ guaranteed minimum income benefit roll-up benefit base reset is also subject to state approval. Please contact your financial professional for more information about availability in your state. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the annuitant's (and any joint annuitant's) age and sex in certain instances. GUARANTEED MINIMUM INCOME BENEFIT OPTION (DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT, THIS BENEFIT MAY BE CALLED THE "LIVING BENEFIT." SEE APPENDIX IX LATER IN THIS PROSPECTUS FOR MORE INFORMATION.) The Guaranteed minimum income benefit is available if the annuitant is age 20 through 75 at the time the contract is issued. There is an Contract features and benefits 41 additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA or if you elect a GPB option or Principal Protector(SM), the Guaranteed minimum income benefit is not available. If you are an existing contract owner, the Guaranteed minimum income benefit may have been available with Principal assurance. See Appendix IX later in this Prospectus for more information. If you are purchasing this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the annuitant was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If the owner and annuitant are different in an NQ contract, there may be circumstances where the benefit may not be exercisable after an owner's death. Depending on when you purchased your contract, if you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Please see Appendix IX later in this Prospectus. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. If you are an existing contract owner, your options may be different. See Appendix IX for more information. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the annuitant's age, as follows: - --------------------------------------------- Level payments - --------------------------------------------- Period certain years Annuitant's ------------------------- age at exercise IRAs NQ - --------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - --------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. It provides income protection if you elect an income payout while the annuitant is alive. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". Subject to availability, in general, if your account value falls to zero (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the con- 42 Contract features and benefits tract year), the Guaranteed minimum income benefit will be exercised automatically, based on the annuitant's current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o On the contract date anniversary following the annuitant's 85th birthday. For information about whether the Guaranteed minimum income benefit no lapse guarantee is available under your contract, please see Appendix IX later in this Prospectus. The availability of the Guaranteed minimum income benefit no lapse guarantee is dependent on when, and in what state, you purchased your contract. Please see Appendices VIII and IX, later in this Prospectus. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals, or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options (including the Special 10 year fixed maturity option, if available) or the loan reserve account under Rollover TSA contracts. Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life 10 $11,891 15 $18,597 EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. You will be eligible to exercise the Guaranteed minimum income benefit during your life and the annuitant's life, as follows: o If the annuitant was at least age 20 and not older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If the annuitant was at least age 45 and not older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after the annuitant is age 60. o If the annuitant was at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's 85th birthday; (ii) if the annuitant was age 75 when the contract was issued or the Roll-Up benefit base was reset, if applicable, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's attainment of age 85. (iii) for Accumulator(R) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) QP contract into an Accumulator(R) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee (if available), a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Rollover TSA contracts, you may exercise the Contract features and benefits 43 Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (if available and as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a successor owner/annuitant may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original annuitant could have exercised the benefit. In addition, the successor owner/annuitant must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The successor owner/annuitant's age on the date of the annuitant's death replaces the annuitant's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. If Spousal Protection is available under your contract and is elected, and the spouse who is the annuitant dies, the above rules apply if the contract is continued by the surviving spouse as the successor owner/annuitant; and (vii) if you are the owner but not the annuitant and you die prior to exercise, then the following applies: o A successor owner who is not the annuitant may not be able to exercise the guaranteed minimum income benefit without causing a tax problem. You should consider naming the annuitant as successor owner, or if you do not name a successor owner, as the sole primary beneficiary. You should carefully review your successor owner and/or beneficiary designations at least one year prior to the first contract date anniversary on which you could exercise the benefit. o If the successor owner is the annuitant, the guaranteed minimum income benefit continues only if the benefit could be exercised under the rules described above on a contract date anniversary that is within one year following the owner's death. This would be the only opportunity for the successor owner to exercise. If the guaranteed minimum income benefit cannot be exercised within this timeframe, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. o If you designate your surviving spouse as successor owner, the guaranteed minimum income benefit continues and your surviving spouse may exercise the benefit according to the rules described above, even if your spouse is not the annuitant and even if the benefit is exercised more than one year after your death. If your surviving spouse dies prior to exercise, the rule described in the previous bullet applies. o A successor owner or beneficiary that is a trust or other non- natural person may not exercise the benefit; in this case, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. See "When an NQ contract owner dies before the annuitant" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions, adjusted for withdrawals (and any associated withdrawal charges), and any taxes that apply. The standard death benefit is the only death benefit available for annuitant ages 76 through 85 at issue. If you are an existing contract owner, the applicable issue ages may be different. Please see Appendix IX later in this Prospectus for more information. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, information and forms necessary to effect payment, OR your elected enhanced death benefit on the date of the annuitant's death, adjusted for subsequent withdrawals (and associated withdrawal charges) and taxes that apply, whichever provides the higher amount. If you elect the Spousal protection option, if available, the Guaranteed minimum death benefit is based on the age of the older spouse, who may or may not be the annuitant, for the life of the contract. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the 44 Contract features and benefits standard death benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR ANNUITANTS AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM ROTH IRA, AND ROLLOVER TSA CONTRACTS; 20 THROUGH 70 AT ISSUE OF FLEXIBLE PREMIUM IRA CONTRACTS; 0 THROUGH 70 AT ISSUE FOR INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. IF YOU ALREADY OWN A CONTRACT, YOUR AVAILABLE ISSUE AGES MAY HAVE BEEN OLDER AT THE TIME YOU PURCHASED YOUR CONTRACT. Subject to state and contract availability (see Appendix VIII and Appendix IX later in this Prospectus), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o 6% Roll-Up to age 85. (NO LONGER AVAILABLE) o The Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85. (NO LONGER AVAILABLE) o The Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. If you elect Principal Protector(SM), only the standard death benefit and the Annual Ratchet to Age 85 enhanced death benefit are available. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. PROTECTION PLUS(SM) Subject to state and contract availability and variation (see Appendices VIII and IX later in this Prospectus), if you are purchasing a contract under which the Protection Plus(SM) feature is available, you may elect the Protection Plus(SM) death benefit at the time you purchase your contract. Protection Plus(SM) provides an additional death benefit as described below. See "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Protection Plus(SM) feature in an NQ, IRA or Rollover TSA contract. Once you purchase the Protection Plus(SM) feature, you may not voluntarily terminate this feature. If you elect Principal Protector(SM), the Protection Plus(SM) feature is not available. Depending on when you purchased your contract, if you elect the Protection Plus(SM) option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the annuitant is 70 or younger when we issue your contract (or if the successor owner/annuitant is 70 or younger when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit less total net contributions, multiplied by 40%. For purposes of calculating your Protection Plus(SM) benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the successor owner/annuitant election not been made plus any subsequent contributions) adjusted for each withdrawal that exceeds your Protection Plus(SM) earnings. "Net contributions" are reduced by the amount of that excess. Protection Plus(SM) earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If you are an existing contract owner, your net contributions may be reduced on a pro rata basis to reflect withdrawals (including withdrawal charges and any TSA loans). For information about what applies to your contract, see Appendix IX later in this Prospectus. If the annuitant is age 71 through 75 (this age may be higher under certain existing contracts) when we issue your contract (or if the successor owner/annuitant is between the ages of 71 and 75 when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit (as described above) less total net contributions, multiplied by 25% The value of the Protection Plus(SM) death benefit is frozen on the first contract date anniversary after the annuitant turns age 80, except that Contract features and benefits 45 the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For an example of how the Protection Plus(SM) death benefit is calculated, please see Appendix VII. If you elect Spousal protection, the Protection Plus(SM) benefit is based on the age of the older spouse, who may or may not be the annuitant. Upon the death of the non-annuitant spouse, the account value will be increased by the value of the Protection Plus(SM) benefit as of the date we receive due proof of death. Upon the death of the annuitant, the value of the Protection Plus(SM) benefit is either added to the death benefit payment or to the account value if Successor owner/annuitant is elected. If the surviving spouse elects to continue the contract, the benefit will be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Protection Plus(SM) must be elected when the contract is first issued: neither the owner nor the successor owner/annuitant can add it subsequently. Ask your financial professional or see Appendix VIII later in this Prospectus to see if this feature is available in your state. PRINCIPAL PROTECTOR(SM) As described below, Principal Protector(SM) provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed your Guaranteed Annual withdrawal amount. Principal Protector(SM) is not an automated withdrawal program. You may request a withdrawal through any of our available withdrawal methods. See "Withdrawing your account value" in "Accessing your money" later in this Prospectus. All withdrawals reduce your account value and the guaranteed minimum death benefit. Principal Protector(SM) may be elected at contract issue, for an additional charge, if the annuitant is age 0 through 85 for NQ contracts or age 20 through 75 for all IRA contracts. Please see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus for a description of the charge and when it applies. If you elect this benefit, you cannot terminate it. If you are an existing contract owner, this feature may not have been available when you purchased your contract. See Appendix IX later in this Prospectus for more information. If you die, and your beneficiary elects the Beneficiary continuation option, if available, your beneficiary may continue Principal Protector(SM) provided that the beneficiary was 75 or younger on the original contract date. If the beneficiary was older, Principal Protector(SM) will terminate without value even if the GWB benefit base is greater than zero. In the case of multiple beneficiaries, any beneficiary older than 75 may not continue Principal Protector(SM) and that beneficiary's portion of the GWB benefit base will terminate without value, even if it was greater than zero. The ability to continue Principal Protector(SM) under the Beneficiary continuation option is subject to state availability. When and if it is approved in your state, it will be added to your contract if you had already elected GWB. See "Beneficiary continuation option" under "Payment of death benefit" later in the Prospectus for more information on continuing Principal Protector(SM) under the Beneficiary continuation option. If you are purchasing this contract as a TSA, QP or Inherited IRA, Principal Protector(SM) is not available. This benefit is also not available if you elect the Guaranteed minimum income benefit, the Greater of 6% Roll-Up to age 85 and Annual Ratchet to Age 85 enhanced death benefit, Protection Plus(SM), GPB Option 1 or GPB Option 2 or the special dollar cost averaging program. This benefit may not be available under your contract. For more information, please see Appendix IX later in this Prospectus. If you elect the Principal Protector(SM) option and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. You should not purchase Principal Protector(SM) if you plan to take withdrawals in excess of your GWB Annual withdrawal amount because those withdrawals significantly reduce or eliminate the value of the benefit. See "Effect of GWB Excess withdrawals" below. For traditional IRAs, the Principal Protector(SM) makes provision for you to take lifetime required minimum distributions ("RMDs") without losing the value of the Principal Protector(SM) guarantee, provided you comply with the conditions under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, including utilization of our Automatic RMD service, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. YOUR GWB BENEFIT BASE At issue, your GWB benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWB benefit base increases by any additional contributions. o Your GWB benefit base decreases by the dollar amount of withdrawals. o Your GWB benefit base may be further decreased if a withdrawal is taken in excess of your GWB Annual withdrawal amount. o Your GWB benefit base may also be increased under the Optional step up provision. o Your GWB benefit base may also be increased under the one time step up applicable with the Beneficiary continuation option. Each of these events is described in detail below. Once your GWB benefit base is depleted, you may continue to make withdrawals from your account value, but they are not guaranteed under Principal Protector(SM). 46 Contract features and benefits YOUR GWB ANNUAL WITHDRAWAL AMOUNT Your GWB Annual withdrawal amount is equal to either 5% or 7% ("Applicable percentage"), as applicable, of your initial GWB benefit base, and is the maximum amount that you can withdraw each year without making a GWB Excess withdrawal, as described below. When you purchase your contract, you choose between two available GWB Annual withdrawal options: o 7% GWB Annual withdrawal option o 5% GWB Annual withdrawal option The GWB Annual withdrawal amount may decrease as a result of a GWB Excess withdrawal and may increase as a result of an Automatic reset, additional contributions or a "step up" of the GWB benefit base; each of these transactions are discussed below in detail. Once you elect a GWB Annual withdrawal option, it cannot be changed. Your GWB Annual withdrawal amounts are not cumulative. If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the GWB Annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF GWB EXCESS WITHDRAWALS A GWB Excess withdrawal is caused when you withdraw more than your GWB Annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your GWB Annual withdrawal amount, the entire amount of the withdrawal and each subsequent withdrawal in that contract year are GWB Excess withdrawals. A GWB Excess withdrawal can cause a significant reduction in both your GWB benefit base and your GWB Annual withdrawal amount. If you make a GWB Excess withdrawal, we will recalculate your GWB benefit base and the GWB Annual withdrawal amount. As of the date of the GWB Excess withdrawal, the GWB benefit base is first reduced by the dollar amount of the withdrawal (including any applicable withdrawal charge), and the reduced GWB benefit base and the GWB Annual withdrawal amount are then further adjusted, as follows: o If the account value after the deduction of the withdrawal is less than the GWB benefit base, then the GWB benefit base is reset equal to the account value. o If the account value after the deduction of the withdrawal is greater than or equal to the GWB benefit base, then the GWB benefit base is not adjusted further. o The GWB Annual withdrawal amount equals the lesser of: (i) the Applicable percentage of the adjusted GWB benefit base and (ii) the GWB Annual withdrawal amount prior to the GWB Excess withdrawal. You should not purchase this benefit if you plan to take withdrawals in excess of your GWB Annual withdrawal amount, as such withdrawals significantly reduce or eliminate the value of Principal Protector(SM). If your account value is less than your GWB benefit base (due, for example, to negative market performance), a GWB Excess withdrawal, even one that is only slightly more than your GWB Annual withdrawal amount, can significantly reduce your GWB benefit base and the GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume in contract year four that your account value is $80,000, you have not made any prior withdrawals, and you request an $8,000 withdrawal. Your $100,000 benefit base is first reduced by $8,000 to now equal $92,000. Your GWB benefit base is then further reduced to equal the new account value: $72,000 ($80,000 minus $8,000). In addition, your GWB Annual withdrawal amount is reduced to $5,040 (7% of $72,000), instead of the original $7,000. Withdrawal charges, if applicable, are applied to the amount of the withdrawal exceeding the GWB Annual withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. You should further note that a GWB Excess withdrawal that reduces your account value to zero eliminates any remaining value in your GWB benefit base. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA and participate in our Automatic RMD service, and you do not take any other withdrawals, an automatic withdrawal under that program will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, and chooses scheduled payments, such payments will not cause a GWB Excess withdrawal, provided no additional withdrawals are taken. If your beneficiary chooses the "5-year rule" instead of scheduled payments, this waiver does not apply and a GWB Excess withdrawal may occur if withdrawals exceed the GWB Annual withdrawal amounts. EFFECT OF AUTOMATIC RESET If you take no withdrawals in the first five contract years, the Applicable percentage to determine your GWB Annual withdrawal amount will be automatically reset at no additional charge. The Applicable percentage under the 7% GWB Annual withdrawal option will be increased to 10%, and the Applicable percentage under the 5% GWB Annual withdrawal option will be increased to 7%. The Applicable percentage is automatically reset on your fifth contract date anniversary, and your GWB Annual withdrawal amount will be recalculated. If you die before the fifth contract date anniversary, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, if available, the Automatic reset will apply on the fifth contract date anniversary if you have not taken any withdrawals and: (1) your beneficiary chooses scheduled payments and payments have not yet started; or, (2) if your beneficiary chooses the "5-year Contract features and benefits 47 rule" option and has not taken withdrawals. See "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. EFFECT OF ADDITIONAL CONTRIBUTIONS Anytime you make an additional contribution, we will recalculate your GWB benefit base and your GWB Annual withdrawal amount. Your GWB benefit base will be increased by the amount of the contribution and your GWB Annual withdrawal amount will be equal to the greater of (i) the Applicable percentage of the new GWB benefit base, or (ii) the GWB Annual withdrawal amount in effect immediately prior to the additional contribution. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, no additional contributions will be permitted. THE OPTIONAL STEP UP PROVISION Except as stated below, any time after the fifth contract date anniversary, you may request a step up in the GWB benefit base to equal your account value. If your GWB benefit base is higher than the account value as of the date we receive your step up request, no step up will be made. If a step up is made, we may increase the charge for the benefit. For a description of the charge increase, see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus. Once you elect to step up the GWB benefit base, you may not do so again for five complete contract years from the next contract date anniversary. Under both the Spousal protection and the successor owner annuitant features, upon the first death, the surviving spouse must wait five complete contract years from the last step up or from contract issue, whichever is later, to be eligible for a step up. As of the date of your GWB benefit base step up, your GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to your stepped up GWB benefit base. It is important to note that a step up in your GWB benefit base may not increase your GWB Annual withdrawal amount. In that situation, the effect of the step up is only to increase your GWB benefit base and support future withdrawals. We will process your step up request even if it does not increase your GWB Annual withdrawal amount, and we will increase the Principal Protector(SM) charge, if applicable. In addition, you will not be eligible to request another step up for five complete contract years. After processing your request, we will send you a confirmation showing the amount of your GWB benefit base and your GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume you take withdrawals of $7,000 in each of the first five contract years, reducing the GWB benefit base to $65,000. After five contract years, further assume that your account value is $92,000, and you elect to step up the GWB benefit base from $65,000 to $92,000. The GWB Annual withdrawal amount is recalculated to equal the greater of 7% of the new GWB benefit base, which is $6,440 (7% of $92,000), or the current GWB Annual withdrawal amount, $7,000. Therefore, following the step up, even though your GWB benefit base has increased, your GWB Annual withdrawal amount does not increase and remains $7,000. The Optional step up provision is not available once your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option. However, if you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, the GWB benefit base will be stepped up to equal the account value, if higher, as of the transaction date that we receive the Beneficiary continuation option election. As of the date of the GWB benefit base step up, your beneficiary's GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to the stepped up GWB benefit base. This is a one-time step up at no additional charge. OTHER IMPORTANT CONSIDERATIONS o Principal Protector(SM) protects your principal only through withdrawals. Your account value may be less than your total contributions. o You can take withdrawals under your contract without purchasing Principal Protector(SM). In other words, you do not need this benefit to make withdrawals. o Amounts withdrawn in excess of your GWB Annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. o Withdrawals made under Principal Protector(SM) will be treated, for tax purposes, in the same way as other withdrawals under your contract. o All withdrawals are subject to all of the terms and conditions of the contract. Principal Protector(SM) does not change the effect of withdrawals on your account value or guaranteed minimum death benefit; both are reduced by withdrawals whether or not you elect Principal Protector(SM). See "How withdrawals are taken from your account value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. o If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. o GWB Excess withdrawals can significantly reduce or completely eliminate the value of this benefit. See "Effect of GWB Excess withdrawals" above in this section and "Withdrawing your account value" in "Accessing your money" later in this Prospectus. o If you surrender your contract to receive its cash value, all benefits under the contract will terminate, including Principal Protector(SM) if your cash value is greater than your GWB Annual withdrawal amount. Therefore, when surrendering your contract, you should seriously consider the impact on Principal Protector(SM) when you have a GWB benefit base that is greater than zero. 48 Contract features and benefits o If you die and your beneficiary elects the Beneficiary continuation option, then your beneficiary should consult with a tax adviser before choosing to use the "5-year rule." The "5-year rule" is described in "Payment of death benefit" under "Beneficiary continuation option" later in this Prospectus. The GWB benefit base may be adversely affected if the beneficiary makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. If you are an existing contract owner, this contract may not have been available when you purchased your contract. See Appendix IX later in this Prospectus for more information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for annuitants over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, successor owner/ annuitant feature, special dollar cost averaging program, automatic investment program, GPB Options 1 and 2, Principal Protector(SM) and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the annuity account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue tak ing required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we Contract features and benefits 49 receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options, and (iv) any interest in the account for special dollar cost averaging, through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii) or (iv) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract, whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or Flexible Premium IRA contract, whichever applies. Our processing office, or your financial professional, can provide you with the cancellation instructions. 50 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging; and (v) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges*; (ii) any applicable withdrawal charges; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. ---------------------------------- * Depending on when you purchased your contract, your account value will be reduced by a pro rata portion of the administrative charge only. See Appendix IX later in this Prospectus for more information. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option less daily charges for: (i) mortality and expense risks; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, if applicable, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, GPB Option 2, Principal Protector(SM) and/or Protection Plus(SM) benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VIII later in this Prospectus for any state variations with regard to the termination of your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE (not available under all contracts). In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL PROTECTOR(SM) (NOT AVAILABLE UNDER ALL CONTRACTS). If you elect Principal Protector(SM) and your account value falls to zero due to a GWB Determining your contract's value 51 Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, as discussed below, even if your GWB benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWB Excess withdrawal or due to a deduction of charges, please note the following: o If your GWB benefit base equals zero, we will terminate your contract and make no payment. o If your GWB benefit base is greater than zero but less than or equal to the balance of your GWB Annual withdrawal amount, if any, for that contract year, we will terminate your contract and pay you any remaining GWB benefit base. o If your GWB benefit base is greater than the balance of your remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay you your GWB Annual withdrawal amount balance and terminate your contract, and we will pay you your remaining GWB benefit base as an annuity benefit, as described below. o If the Beneficiary continuation option is elected (not available in all states), and the account value falls to zero while there is a remaining GWB benefit base, we will make payments to the beneficiary as follows: o If the beneficiary had elected scheduled payments we will continue to make scheduled payments over remaining life expectancy until the GWB benefit base is zero, and the Principal Protector(SM) charge will no longer apply. o If the beneficiary had elected the "5-year rule" and the GWB benefit base is greater than the remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay the beneficiary the GWB Annual withdrawal amount balance. We will continue to pay the beneficiary the remaining GWB Annual withdrawal amount each year until the GWB benefit base equals zero, or the contract terminates at the end of the fifth contract year, whichever comes first. Any remaining GWB benefit base at the end of the fifth contract year will terminate without value. ANNUITY BENEFIT. If the contract terminates and the remaining GWB benefit base is to be paid in installments, we will issue you an annuity benefit contract and make annual payments equal to your GWB Annual withdrawal amount on your contract date anniversary beginning on the next contract date anniversary, until the cumulative amount of such payments equals the remaining GWB benefit base (as of the date the contract terminates). The last installment payment may be smaller than the previous installment payments in order for the total of such payments to equal the remaining GWB benefit base. The annuity benefit supplemental contract will carry over the same owner, annuitant and beneficiary as under your contract. If you die before receiving all of your payments, we will make any remaining payments to your beneficiary. The charge for Principal Protector(SM) will no longer apply. If at the time of your death the GWB Annual withdrawal amount was being paid to you as an annuity benefit, your beneficiary may not elect the Beneficiary continuation option. 52 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3% or less. o If the annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment and affect your GPB. o No transfers are permitted into the Special 10 year fixed maturity option. New York has additional transfer restrictions. Please see Appendix VIII later in this Prospectus. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option, the interest sweep option and dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies Transferring your money among investment options 53 present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disrup tive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We offer rebalancing, which you can use to automatically reallocate your account value among your investment options. We currently offer two options: "Option I" and "Option II." Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. 54 Transferring your money among investment options If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. For New York contracts, please see Appendix VIII for differences in your state. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. Transferring your money among investment options 55 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. If you withdraw more than 90% of your contract's current cash value, we will treat it as a request to surrender your contract for its cash value. See "Surrendering your contract to receive its cash value" below. For the potential tax consequences of withdrawals, see "Tax information" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2," below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal --------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Flexible Premium IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Flexible Premium Roth IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Inherited IRA Yes No No ** - -------------------------------------------------------------------------------- QP Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). If you already own your contract, the applicable free withdrawal percentage may be higher. See Appendix IX later in this Prospectus for the free withdrawal amount that applies to your contract. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions.) You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. If you already own your contract, the applicable percentages may be higher. See Appendix IX later in this Prospectus for information on what applies to your contract. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. This option is not available if you have elected a Guaranteed principal benefit. If you are an existing contract owner, this restriction may not apply. See Appendix IX later in this Prospectus for more information. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA, Roth Conversion IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; 56 Accessing your money this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. Depending on when you purchased your contract. This option is not available if you have elected a guaranteed principal benefit. If you are an existing contract owner, this restriction may not apply. See Appendix IX later in this Prospectus for more information. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, Flexible Premium IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA, Flexible Premium IRA, and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH PRINCIPAL PROTECTOR(SM). If you elect Principal Protector(SM), provided no other withdrawals are taken during a contract year in which you participate in our Automatic RMD service, an automatic withdrawal using our service will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. If you take any other withdrawal while you participate in the service, however, this GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, you must elect and maintain participation in our Automatic RMD service at your required beginning date, or the contract date, if your required beginning date has occurred before the contract was purchased. See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options (other than the Special 10 year fixed maturity option, if applicable) in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). Accessing your money 57 HOW WITHDRAWALS (AND TRANSFERS OUT OF THE SPECIAL 10 YEAR FIXED MATURITY OPTION) AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED PRINCIPAL BENEFIT OPTION 2 In general, withdrawals will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). Transfers out of the Special 10 year fixed maturity option will reduce the GPB Option 2 amount on a pro rata basis. In addition, if you make a contract withdrawal from the Special 10 year fixed maturity op tion, we will reduce your GPB Option 2 in a similar manner; however, the reduction will reflect both a transfer out of the Special 10 year fixed maturity option and a withdrawal from the contract. Therefore, the reduction in GPB Option 2 is greater when you take a contract withdrawal from the Special 10 year fixed maturity option than it would be if you took the withdrawal from another investment option. Similar to the example above, if your account value is $30,000 and you withdraw $12,000 from the Special 10 year fixed maturity option, you have withdrawn 40% of your account value. If your GPB Option 2 benefit was $40,000 before the withdrawal, the reduction to reflect the transfer out of the Special 10 year fixed maturity option would equal $16,000 ($40,000 x .40). The amount used to calculate the reduction to reflect the withdrawal from the contract is $24,000 ($40,000 - $16,000). The reduction to reflect the withdrawal would equal $9,600 ($24,000 x .40), and your new benefit after the withdrawal would be $14,400 ($24,000 - $9,600). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% (or 5%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% (or 5%) Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% (or 5%) or less of the 6% (or 5%) Roll-Up benefit base on the most recent contract date anniversary. Additional contributions made during a contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% (or 5%) of the benefit base on the most recent anniversary, that entire withdrawal and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% (or 5%) Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. If you already own your contract, the effect of withdrawals on your Guaranteed minimum income benefit and Guaranteed minimum death benefit (including the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit) may be different. See Appendix IX later in this Prospectus for information on what applies to your contract. HOW WITHDRAWALS AFFECT PRINCIPAL PROTECTOR(SM) If you elect Principal Protector(SM), if available, any withdrawal reduces your GWB benefit base by the amount of the withdrawal. In addition, a GWB Excess withdrawal can significantly reduce your GWB Annual withdrawal amount and further reduce your GWB benefit base. For more information, see "Effect of GWB Excess withdrawals" and "Other important considerations" under "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. Also, under certain contracts, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. If you are an existing contract owner, the rules in the preceding sentence may not apply under your contract or if the Guaranteed minimum income benefit no lapse guarantee is available and in effect on your contract. See Appendix IX later in this Prospectus for information. See also "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR PRINCIPAL PROTECTOR(SM). If you elect Principal Protector(SM), if available, all withdrawal methods described above can be used. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWB Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWB Excess withdrawal. In other words, if you take a GWB Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWB benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Principal Protector(SM)" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a 58 Accessing your money loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. Your contract contains further details of the loan provision. Please see Appendix VIII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan including any accrued and unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If FMO amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). If amounts are withdrawn from the Special 10 year fixed maturity option, the guaranteed benefit will be adversely affected. See "Guaranteed principal benefit option 2" in "Contract features and benefits" earlier in this Prospectus. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the annuitant is living and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including Principal Protector(SM) (if applicable) if your cash value is greater than your GWB Annual withdrawal amount. If you have a GWB benefit base greater than zero, you should consider the impact of a contract surrender on the Principal Protector(SM) benefit. If your surrender request does not constitute a GWB Excess withdrawal, you may be eligible for additional benefits. If, however, your surrender request constitutes a GWB Excess withdrawal, you will lose those benefits. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect under your contract, the Guaranteed minimum income benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Annuity benefit" under "Insufficient account value" in "Determining your contract value" and "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, Accessing your money 59 (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VIII later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect Principal Protector(SM) and choose to annuitize your contract, Principal Protector(SM) will terminate without value even if your GWB benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under Principal Protector(SM). See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for annuitants age 83 Period certain annuity or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contract that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life, and after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. 60 Accessing your money VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable income annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option (or "Living Benefit" option), different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges or market value adjustments. If amounts in a fixed maturity option are used to purchase any annuity payout option, prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options, no withdrawal charge is imposed under the Accumulator(R). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin. In most states, it may not be earlier than thirteen months from the Accumulator(R) contract date. Please see Appendix VIII later in this Prospectus for information on state variations. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less Accessing your money 61 than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect Principal Protector and your contract is annuitized at maturity, we will offer an annuity payout option for life that guarantees you will receive payments that are at least equal to what you would have received under Principal Protector until the point at which your GWB Benefit Base is depleted. After your GWB Benefit Base is depleted, you will continue to receive periodic payments while you are living. The amount of each payment will be the same as the payment amount that you would have received if you had applied your account value on the maturity date to purchase a life annuity at the annuity purchase rate guaranteed in your contract; this payment amount may be more or less than your GWB Annual Withdrawal amount. Please see Appendix VIII later in this Prospectus for variations that may apply in your state. 62 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard death benefit); the Guaranteed minimum income benefit; Principal Protector(SM); and Protection Plus(SM). o On the first 10 contract date anniversaries -- a charge for GPB Option 2, if you elect this optional benefit. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. The fees and charges described are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix IX for the fees and charges that apply under your contract. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.75% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option. The charge, together with the annual administrative charge described below, is to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.20% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed Charges and expenses 63 interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option, if applicable,) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non-life contingent payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - ----------------------------------------------------------------- Contract year - ----------------------------------------------------------------- 1 2 3 4 5 6 7 8+ - ----------------------------------------------------------------- Percentage of contribution 7% 7% 6% 6% 5% 3% 1% 0% - ----------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. For contracts issued in New York, please see Appendix VIII later in this Prospectus for the New York withdrawal charge schedule applicable to monies withdrawn from and transferred among the fixed maturity options. For Pennsylvania contracts for annuitants who are age 84 or 85 at issue, please see Appendix VIII later in this Prospectus for possible withdrawal charge schedule variations. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract) and (2) the 10% free withdrawal amount defined above. If you elect Principal Protector(SM), we will waive any withdrawal charge for any withdrawal during the contract year up to the GWB Annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Withdrawal charges, are applied to the amount of the withdrawal that exceeds the GWB Annual withdrawal amount. If you already own your contract, the applicable free withdrawal percentage may be higher. See Appendix IX later in this Prospectus for the free withdrawal amount that applies under your contract. CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or the annual ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% to age 85 Roll-Up benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% to age 85 Roll-Up benefit base as long as it does not exceed the free withdrawal amount. If your withdrawals exceed the amount described above, this waiver is not applicable to that withdrawal nor to any subsequent withdrawal for the life of the contract. 64 Charges and expenses If you are an existing contract owner, see Appendix IX later in this Prospectus to see if this waiver of the withdrawal charge applies under your contract. DISABILITY, TERMINAL ILLNESS, OR CONFINEMENT TO NURSING HOME. The withdrawal charge also does not apply if: (i) The annuitant has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that the annuitant's life expectancy is six months or less; or (iii) The annuitant has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. If you already own your contract, the charge may be as much as 0.30% of the Annual Ratchet to age 85 benefit base. Please see Appendix IX later in this Prospectus or your contract for more information. GREATER OF 5% ROLL-UP TO AGE 85 (NO LONGER AVAILABLE). If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.50% of the greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. If you are an existing contract owner, your charge may be less. Please see Appendix IX later in this Prospectus or your contract for more information. 6% ROLL-UP TO AGE 85 (no longer available). If you elected the 6% Roll-Up to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.45% of the 6% Roll-Up to age 85 benefit base. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If these amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. Please see Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option. STANDARD DEATH BENEFIT. There is no additional charge for the standard death benefit. GUARANTEED PRINCIPAL BENEFIT OPTION 2 If you purchase GPB Option 2, we deduct a charge annually from your account value on the first 10 contract date anniversaries. The charge is equal to 0.50% of the account value. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct any remaining portion of the charge from amounts in any fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such Charges and expenses 65 amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. Please see Appendix IX later in this Prospectus. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT (THE "LIVING BENEFIT") CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. If you already own your contract your charge may be less. Please see Appendix IX later in this Prospectus or your Prospectus for the charge that applies under your contract. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. Please see Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option, if available). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option or for the Guaranteed minimum income benefit no lapse guarantee. This option is not available under all contracts. PROTECTION PLUS(SM) CHARGE If you elect Protection Plus(SM), we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. Please see Appendix IX later in this Prospectus. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. PRINCIPAL PROTECTOR(SM) CHARGE If you elect Principal Protector(SM), we deduct a charge annually as a percentage of your account value on each contract date anniversary. If you elect the 5% GWB Annual withdrawal option, the charge is equal to 0.35%. If you elect the 7% GWB Annual withdrawal option, the charge is equal to 0.50%. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. Please see Appendix IX later in this Prospectus. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, we will not deduct a pro rata portion of the charge upon your death. However, the Principal Protector(SM) charge will continue. A market value adjustment will apply to deductions from the fixed maturity options. If your GWB benefit base falls to zero but your contract is still in force, the charge will be suspended as of the next contract date anniversary. The charge will be reinstated, as follows: (i) if you make a subsequent contribution, we will reinstate the charge that was in effect at the time your GWB benefit base became depleted, (ii) if you elect to exercise the Optional step up provision, we will reinstate a charge, as discussed immediately below, and (iii) if your beneficiary elects the Beneficiary continuation option and reinstates the Principal Protector(SM) benefit with a one time step up, we will reinstate the charge that was in effect when the GWB benefit base fell to zero. 66 Charges and expenses If your beneficiary elects the Beneficiary continuation option, and is eligible to continue Principal Protector(SM), the benefit and the charge will continue unless your beneficiary tells us to terminate the benefit at the time of election. OPTIONAL STEP UP CHARGE. Every time you elect the Optional step up, we reserve the right to raise the benefit charge at the time of the step up. The maximum charge for Principal Protector(SM) with a 5% GWB Annual withdrawal option is 0.60%. The maximum charge for Principal Protector(SM) with a 7% GWB Annual withdrawal amount option is 0.80%. The increased charge, if any, will apply as of the next contract date anniversary following the step up and on all contract anniversaries thereafter. If you die and your beneficiary elects the Beneficiary continuation option, if available, a one time step up only (at no additional charge) is applicable. For more information on the Optional step up, one time step up and Automatic reset provisions, see "Principal Protector(SM) " in "Contract features and benefits." If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge, or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to 12b-1 fees. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 67 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Protection Plus(SM) feature, as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the annuitant's death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. EFFECT OF THE ANNUITANT'S DEATH If the annuitant dies before the annuity payments begin, we will pay the death benefit to your beneficiary. Generally, the death of the annuitant terminates the contract. However, a surviving spouse who is the sole primary beneficiary of the deceased owner/annuitant can choose to be treated as the successor owner/annuitant and continue the contract. The Successor owner/ annuitant feature is only available under NQ and individually owned IRA contracts (other than Inherited IRAs). For NQ and all types of IRA contracts, a beneficiary may be able to have limited ownership as discussed under "Beneficiary continuation option" below. WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT Under certain conditions the owner changes after the original owner's death for purposes of receiving required distributions from the contract. When you are not the annuitant under an NQ contract and you die before annuity payments begin, unless you specify otherwise, the beneficiary named to receive the death benefit upon the annuitant's death will become the successor owner. If you do not want this beneficiary to be the successor owner, you should name a specific successor owner. You may name a successor owner at any time during your life by sending satisfactory notice to our processing office. If the contract is jointly owned and the first owner to die is not the annuitant, the surviving owner becomes the sole contract owner. This person will be considered the successor owner for purposes of the distribution rules described in this section. The surviving owner automatically takes the place of any other beneficiary designation. You should carefully consider the following if you have elected the Guaranteed minimum income benefit and you are the owner, but not the annuitant. Because the payments under the Guaranteed minimum income benefit are based on the life of the annuitant, and the federal tax law required distributions described below are based on the life of the successor owner, a successor owner who is not also the annuitant may not be able to exercise the Guaranteed minimum income benefit if you die before annuity payments begin. Therefore, one year before you become eligible to exercise the Guaranteed minimum income benefit you should consider the effect of your beneficiary designations on potential payments after your death. For more information, see "Exercise rules" under "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus. Unless the surviving spouse of the owner who has died (or in the case of a joint ownership situation, the surviving spouse of the first owner to die) is the successor owner for this purpose, the entire interest in the contract must be distributed under the following rules: o The cash value of the contract must be fully paid to the successor owner (new owner) within five years after your death (the "5-year rule"), or in a joint ownership situation, the death of the first owner to die. o If Principal Protector(SM) was elected and if the "5-year rule" is elected and the successor owner dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the con- 68 Payment of death benefit tract and any remaining GWB benefit base will terminate without value. The successor owner should consult with a tax adviser before choosing to use the "5-year rule." The GWB benefit base may be adversely affected if the successor owner makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. If you elect Principal Protector(SM), the successor owner has the option to terminate the benefit and charge upon receipt by us of due proof of death and notice to discontinue the benefit; otherwise, the benefit and charge will automatically continue. o The successor owner may instead elect to receive the cash value as a life annuity (or payments for a period certain of not longer than the successor owner's life expectancy). Payments must begin within one year after the non-annuitant owner's death. Unless this alternative is elected, we will pay any cash value five years after your death (or the death of the first owner to die). o A successor owner should consider naming a new beneficiary. If the surviving spouse is the successor owner or joint owner, the spouse may elect to continue the contract. No distributions are required as long as the surviving spouse and annuitant are living. An eligible successor owner, including a surviving joint owner after the first owner dies, may elect the beneficiary continuation option for NQ contracts discussed in "Beneficiary continuation option" below. HOW DEATH BENEFIT PAYMENT IS MADE We will pay the death benefit to the beneficiary in the form of the annuity payout option you have chosen. If you have not chosen an annuity payout option as of the time of the annuitant's death, the beneficiary will receive the death benefit in a single sum. Payment of the death benefit in a lump sum terminates all rights and any applicable guarantees under the contract, including Guaranteed minimum income benefit, GPB Options 1 and 2 and Principal Protector(SM). However, subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuity payout options we offer at the time. See "Your annuity payout options" in "Accessing your money" earlier in this Prospectus. Please note that any annuity payout option chosen may not extend beyond the life expectancy of the beneficiary. SUCCESSOR OWNER AND ANNUITANT If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary or the joint owner, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant. The successor owner/annuitant must be 85 or younger as of the date of the non-surviving spouse's death. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary to effect the Successor owner/annuitant feature, we will increase the account value to equal your elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. Thereafter, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. These additional contributions will be considered to be withdrawn only after all other amounts have been withdrawn. In determining whether your applicable Guaranteed minimum death benefit option will continue to grow, we will use your surviving spouse's age as of the date we receive satisfactory proof of your death, any required instructions and the information and forms necessary to effect the successor owner/annuitant feature. We will determine whether your applicable Guaranteed minimum death benefit option will continue as follows: o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 84 or younger at death, the Guaranteed minimum death benefit continues based upon the option that was elected by the original owner/annuitant and will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 85 or older at death, we will reinstate the Guaranteed minimum death benefit that was elected by the original owner/annuitant. The benefit will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 76 or over on the date of the original owner/annuitant's death, the Guaranteed minimum death benefit will no longer grow, and we will no longer charge for the benefit. If you elect Principal Protector(SM), the benefit and charge will remain in effect. If the GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. Payment of death benefit 69 For information on the operation of the successor owner/annuitant feature with the Guaranteed minimum income benefit, see "Exercise of Guaranteed minimum income benefit" under "Guaranteed minimum income benefit option" in "Contract features and benefits," earlier in this Prospectus. For information on the operation of this feature with Protection Plus(SM), see "Protection Plus(SM)" in "Guaranteed minimum death benefit" under "Contract features and benefits," earlier in this Prospectus. SPOUSAL PROTECTION SPOUSAL PROTECTION OPTION FOR NQ CONTRACTS ONLY. This feature permits spouses who are joint contract owners to increase the account value to equal the guaranteed minimum death benefit, if higher, and by the value of any Protection Plus(SM) benefit, if elected, upon the death of either spouse. This account value "step up" occurs even if the surviving spouse was the named annuitant. If you and your spouse jointly own the contract and one of you is the named annuitant, you may elect the Spousal protection option at the time you purchase your contract at no additional charge. Both spouses must be between the ages of 20 and 70 at the time the contract is issued and must each be named the primary beneficiary in the event of the other's death. The annuitant's age is generally used for the purpose of determining contract benefits. However, for the Annual Ratchet to age 85 and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 guaranteed minimum death benefits and the Protection Plus(SM) benefit, the benefit is based on the older spouse's age. The older spouse may or may not be the annuitant. However, for purposes of the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option, the last age at which the benefit base may be reset is based on the annuitant's age, not the older spouse's age. If the annuitant dies prior to annuitization, the surviving spouse may elect to receive the death benefit, including the value of the Protection Plus(SM) benefit, or, if eligible, continue the contract as the sole owner/ annuitant by electing the successor owner/annuitant option. If the non-annuitant spouse dies prior to annuitization, the surviving spouse continues the contract automatically as the sole owner/annuitant. In either case, the contract would continue, as follows: o As of the date we receive due proof of the spouse's death, the account value will be reset to equal the Guaranteed minimum death benefit as of the date of the non-surviving spouse's death, if higher, increased by the value of the Protection Plus(SM) benefit. o The Guaranteed minimum death benefit continues to be based on the older spouse's age for the life of the contract, even if the younger spouse is originally or becomes the sole owner/annuitant. o The Protection Plus(SM) benefit will now be based on the surviving spouse's age at the date of the non-surviving spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit will be discontinued even if the surviving spouse is the older spouse (upon whose age the benefit was originally based). o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the successor owner/annuitant, if applicable. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If the annuitant dies first, withdrawal charges will no longer apply to any contributions made prior to the annuitant's death. If the non-annuitant spouse dies first, the withdrawal charge schedule remains in effect with regard to all contributions. o If you elect Principal Protector(SM), the benefit and charge will remain in effect. If your GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. We will not allow Spousal protection to be added after contract issue. If there is a change in owner or primary beneficiary, the Spousal protection benefit will be terminated. If you divorce but do not change the owner or primary beneficiary, Spousal protection continues. If you are an existing contract owner, this feature may not be available to you. See Appendix IX later in this Prospectus for more information about your contract. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VIII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. 70 Payment of death benefit Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your benefi ciary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the benefi ciary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments are elected, the beneficiary's scheduled payments will be calculated, using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary Payment of death benefit 71 takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect the scheduled payments rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. If the owner and annuitant are different and the owner dies before the annuitant, for purposes of this discussion, "beneficiary" refers to the successor owner. For a discussion of successor owner, see "When an NQ contract owner dies before the annuitant" earlier in this section. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts (regardless of whether the owner and annuitant are the same person): o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that you must be the owner and annuitant and your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If the non-spousal beneficiary chooses scheduled payments under "Withdrawal Option 1," as discussed above in this section, Principal Protector(SM) may not be continued and will automatically terminate without value even if the GWB benefit base is greater than zero. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your benefi ciary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of 72 Payment of death benefit your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries, each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the benefi ciary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments under "Withdrawal Option 2" is elected, the beneficiary's scheduled payments will be calculated using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect scheduled payments under "Withdrawal Option 2" rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. If you are both the owner and annuitant: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the annuity account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the owner and annuitant are not the same person: o If the beneficiary continuation option is elected, the beneficiary automatically becomes the new annuitant of the contract, replacing the existing annuitant. o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free corridor amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free corridor amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. If a contract is jointly owned: o The surviving owner supersedes any other named beneficiary and may elect the beneficiary continuation option. o If the deceased joint owner was also the annuitant, see "If you are both the owner and annuitant" earlier in this section. o If the deceased joint owner was not the annuitant, see "If the owner and annuitant are not the same person" earlier in this section. Payment of death benefit 73 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator's(R) choice of death benefits, the Principal Protector(SM) benefit, the Guaranteed minimum income benefit, special dollar cost averaging, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, the guaranteed minimum income benefit and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 74 Tax information ANNUITY PAYMENTS Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your "investment in the contract." Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. PROTECTION PLUS(SM) FEATURE In order to enhance the amount of the death benefit to be paid at the annuitant's death, you may purchase a Protection Plus(SM) rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Protection Plus(SM) rider is not part of the contract. In such a case the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for NQ contracts. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the "Withdrawal Option" selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The ruling also does not address the effect of the retention of the Principal Protector(SM) feature discussed earlier in this Prospectus under "Contract features and benefits," which a non-spousal beneficiary may elect Tax information 75 under certain conditions. Before electing the beneficiary continuation option feature, the individuals you designate as beneficiary or successor owner should discuss with their tax advisers the consequences of such elections. The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2, a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Accounts 45 and 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Accounts 45 and 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Accounts 45 and 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Accounts 45 and 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically include mutual funds and/or individual stocks and securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA or Roth IRA. The traditional IRAs we offer are the Rollover IRA and Flexible Premium IRA. The versions of the Roth IRA available are the Roth Conversion IRA and Flexible Premium Roth IRA. We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. 76 Tax information We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payment (as opposed to payments from a fixed income annuitization option). For some of the contracts covered by this Prospectus, we have received an opinion letter from the IRS approving the respective forms of the Accumulator(R) traditional and Roth IRA contracts for use as a traditional IRA and a Roth IRA, respectively. For others, we have not applied for an opinion letter from the IRS to approve the respective forms of the Accumulator(R) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. We have submitted the respective forms of the Accumulator(R) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under any series of Accumulator(R) traditional and Roth IRA contracts. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Protection Plus(SM) feature qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) IRA or Accumulator(R) Roth IRA with optional Protection Plus(SM) feature. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel with a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000 your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch-up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. "Catch-up" contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions". That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower Tax information 77 dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $75,000 and $85,000 in 2006. In 2007, the deduction will phase out for AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2006, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted - ------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 "catch-up" contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. 78 Tax information Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan, such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year; or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% Tax information 79 additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions Background on Regulations--Required Minimum Distributions. Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount 80 Tax information required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your Required Beginning Date, which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year -- the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of Tax information 81 the calendar year which contains the fifth anniversary of the owners death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Successor owner and annuitant If your spouse is the sole primary beneficiary and elects to become the successor owner and annuitant, no death benefit is payable until your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments, using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" earlier in this section. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under either option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Roth IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. 82 Tax information Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA or a Flexible Premium Roth IRA contract. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years . With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian, trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accom- Tax information 83 plished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is computed without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover 84 Tax information contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to the special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o Rollovers from a Roth IRA to another Roth IRA; o Direct transfers from a Roth IRA to another Roth IRA; o Qualified distributions from a Roth IRA; and o Return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2; or older or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped and added together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Tax information 85 Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally, there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Internal Revenue Code or a custodial account that invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Protection Plus(SM) feature The Protection Plus(SM) feature is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Protection Plus(SM) benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Protection Plus(SM) rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Protection Plus(SM) benefit is not part of the contract, in such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Rollover TSA contract with the optional Protection Plus(SM) feature. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax funds in the Rollover TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA contract with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans 86 Tax information and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds, and o the Accumulator(R) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Rollover TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the Tax information 87 contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity Payments. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonfor feitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest out standing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VIII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over an "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distri- 88 Tax information butions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Tax information 89 Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to non-United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at any time. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 90 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account No. 49 operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from, the Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Accounts under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs, which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - ------------------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------------ 2008 3.30% $96.81 2009 3.34% $93.63 2010 3.39% $90.47 2011 3.48% $87.20 2012 3.58% $83.86 2013 3.65% $80.63 2014 3.72% $77.42 2015 3.76% $74.42 - ------------------------------------------------------------------ More information 91 - ------------------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------------ 2016 3.84% $71.22 2017 3.89% $68.25 - ------------------------------------------------------------------ HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMO's maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options and the account for special dollar cost averaging, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. 92 More information We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account . The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have its signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP, Inherited IRA Beneficiary Continuation (traditional IRA or Roth IRA) or Rollover TSA contracts, nor is it available with GPB Option 2. Please see Appendix VIII later in this Prospectus to see if the automatic investment program is available in your state. For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300 quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, the minimum amount is $50. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options, but not the account for special dollar cost averaging. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or ter- More information 93 minated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of shares of the Trusts, we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's annuity and/or variable life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. One result of proportional voting is that a small number of contract owners may control the outcome of a vote. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an 94 More information assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, Protection Plus(SM), Guaranteed principal benefit option 2, and/or the Principal Protector(SM) ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. If you are an existing contract owner, this restriction may not apply to you. See Appendix IX for more information. However, the Benefit will not terminate if the ownership of the contract is transferred to: (i) a family member (as defined in the contract); (ii) a trust created for the benefit of a family member or members; (iii) a trust qualified under section 501(c) of the Internal Revenue Code; or (iv) a successor by operation of law, such as an executor or guardian. Please speak with your financial professional for further information. See Appendix VIII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 7.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset--dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset--More information 95 based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios of their affiliates for providing distribution administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 96 More information 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "Alliance Bernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. Incorporation of certain documents by reference 97 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.25%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.22 $ 11.35 $ 10.63 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,827 1,271 728 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.96 $ 10.43 $ 10.31 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,143 397 373 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.41 $ 10.62 $ 10.41 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,249 849 695 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 51.39 $ 47.15 $ 45.53 $ 42.39 $ 36.01 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,475 4,798 5,029 4,208 1,221 - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.70 $ 11.22 $ 10.65 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,825 5,795 3,138 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 61.57 $ 59.29 $ 55.46 $ 50.07 $ 36.85 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 238 264 269 265 161 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.59 $ 11.30 $ 11.24 $ 10.96 $ 10.69 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,117 11,139 12,384 12,153 4,285 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.17 $ 11.72 $ 11.09 $ 10.01 $ 7.91 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,342 3,665 3,994 3,394 929 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 33.49 $ 30.83 $ 30.28 $ 28.20 $ 23.29 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,901 4,366 4,900 4,511 903 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.07 $ 13.79 $ 12.09 $ 10.38 $ 7.82 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,610 3,367 3,660 3,008 923 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.42 $ 11.07 $ 10.50 $ 9.69 $ 7.65 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,469 2,709 2,980 2,952 1,004 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.71 $ 9.82 $ 9.24 $ 8.77 $ 6.80 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,513 5,006 6,362 5,953 2,130 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.47 $ 12.27 $ 11.60 $ 10.26 $ 7.92 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,608 6,137 6,199 5,210 1,722 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.01 $ 10.17 $ 9.50 $ 8.60 $ 6.21 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,249 7,050 8,108 7,657 2,602 - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 52.44 $ 70.94 $ 82.86 $ 70.74 $ 71.57 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 153 185 213 266 279 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 24.29 $ 24.42 $ 27.13 $ 28.48 $ 30.46 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 221 260 329 422 439 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- A-1 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - --------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.03 $ 12.38 $ 11.67 $ 10.25 $ 7.38 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,691 5,098 5,827 5,443 1,889 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.68 $ 10.07 $ 9.16 $ 8.83 $ 5.67 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,567 2,975 3,498 1,530 306 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 279.98 $ 256.01 $ 248.43 $ 220.33 $ 149.11 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 463 545 613 548 222 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 35.13 $ 29.99 $ 28.77 $ 25.91 $ 20.11 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,147 4,757 5,149 5,046 1,615 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 19.41 $ 19.05 $ 19.04 $ 18.91 $ 18.73 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,131 3,491 4,043 4,619 1,850 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.75 $ 15.37 $ 13.49 $ 11.55 $ 8.65 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,626 5,792 5,816 5,125 1,285 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 7.07 $ 7.20 $ 6.34 $ 5.92 $ 4.86 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,507 5,789 6,068 5,986 2,292 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.71 $ 16.29 $ 16.17 $ 15.77 $ 15.42 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,669 4,057 4,383 4,326 1,432 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.44 $ 17.12 $ 15.54 $ 13.80 $ 9.91 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,494 3,815 4,124 4,091 1,279 - --------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.20 $ 15.17 $ 14.56 $ 12.99 $ 10.22 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,475 14,461 15,533 14,531 4,578 - --------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.39 $ 10.37 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 79 9 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.82 $ 10.79 $ 10.16 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 691 1,352 339 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.86 $ 5.99 $ 5.71 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,698 1,681 216 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.14 $ 8.79 $ 8.18 $ 8.00 $ 6.33 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 625 723 782 744 182 - --------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.31 $ 12.54 $ 12.08 $ 11.58 $ 9.46 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,982 2,062 2,149 2,153 710 - --------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.69 $ 12.47 $ 10.78 $ 9.60 $ 7.33 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,892 7,621 8,017 6,516 1,628 - --------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.23 $ 11.95 $ 11.40 $ 10.41 $ 8.01 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,465 7,166 8,080 7,741 2,252 - --------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------------------------------------------------- 2001 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 226.39 $ 256.74 $ 303.01 $ 245.58 $ 192.60 - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 154 188 205 230 240 - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 7.15 $ 9.52 $ 11.80 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 89 114 79 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.38 $ 16.78 $ 14.94 $ 11.85 $ 12.55 - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 105 191 50 102 89 - ---------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.97 $ 11.75 $ 12.13 $ 11.86 -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 114 54 46 22 -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.70 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.00 $ 17.41 $ 21.43 $ 16.65 $ 12.37 - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 193 235 245 160 124 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.73 $ 11.17 $ 13.97 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 26 23 15 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.76 $ 11.12 $ 10.62 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 17 10 3 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ----------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.73 $ 11.72 $ 11.19 $ 10.36 $ 7.69 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 11,985 13,164 14,528 13,433 2,981 - ------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.10 $ 10.41 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 436 161 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.85 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 302 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 30.57 $ 26.88 $ 26.06 $ 23.92 $ 18.94 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 7,331 8,383 9,053 8,439 2,393 - ------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.97 $ 9.75 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 493 38 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.03 $ 8.63 $ 8.40 $ 7.95 $ 5.82 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 2,218 2,770 3,237 2,600 551 - ------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.98 $ 11.78 $ 11.21 $ 9.78 $ 6.89 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 11,305 12,783 13,609 12,491 2,799 - ------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.81 $ 16.03 $ 14.57 $ 12.51 $ 9.51 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 8,423 8,724 9,029 8,508 3,161 - ------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.43 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 664 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.83 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 78 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.66 $ 10.51 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 321 81 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 28.28 $ 24.09 $ 23.37 -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 341 297 62 -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.29 $ 11.51 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 240 40 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.43 $ 6.43 $ 6.06 $ 5.47 $ 4.40 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 4,810 5,457 5,744 5,658 2,123 - ------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.53 $ 14.13 $ 13.99 $ 13.60 $ 13.32 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 10,809 11,494 11,977 11,974 3,674 - ------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.31 $ 13.71 $ 13.35 $ 12.19 $ 9.73 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 3,079 3,795 3,942 3,680 1,342 - ------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.24 $ 10.64 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 605 93 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ----------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.20 $ 10.53 $ 10.29 -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 59 8 7 -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 24.71 $ 28.47 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 71 78 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.56 $ 10.00 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 19 7 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.28 $ 10.98 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 37 9 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.39 $ 8.40 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 20 29 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.30 $ 11.04 $ 10.47 $ 10.77 -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 280 14 139 98 -- - ------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.16 $ 13.21 $ 12.52 $ 12.85 $ 11.53 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 324 341 423 506 383 - ------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ A-3 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ----------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.07 $ 10.01 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 370 139 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.29 $ 10.61 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 438 94 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.77 $ 10.57 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 117 54 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.40 $ 11.16 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 597 444 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.57 $ 15.34 $ 14.02 $ 12.84 $ 9.91 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 13,414 14,341 14,238 13,403 2,875 - ------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 24.54 $ 20.54 $ 20.19 $ 18.49 $ 14.26 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 4,984 5,635 6,364 5,670 1,591 - ------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 23.23 $ 18.71 $ 17.09 $ 14.22 $ 11.24 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 4,607 4,933 4,781 4,396 1,445 - ------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.31 $ 14.38 $ 13.35 $ 12.00 $ 9.39 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 1,300 1,516 1,558 1,506 496 - ------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.71 $ 9.60 $ 9.06 $ 8.23 $ 6.83 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 3,293 3,821 4,211 4,026 993 - ------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 30.57 $ 29.61 $ 29.20 $ 29.33 $ 29.52 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 1,365 1,411 1,417 1,972 1,554 - ------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 4.96 $ 4.66 $ 4.47 -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 143 137 13 -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.71 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 372 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.10 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 135 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.94 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 12 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.10 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 20 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.86 $ 9.94 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 1,522 1,269 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.26 $ 9.99 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 356 189 -- -- -- - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ----------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.35 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 2 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.65 $ 17.60 $ 20.32 $ 12.83 $ 10.87 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 154 182 199 190 187 - ------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.47 $ 22.21 $ 27.70 $ 16.14 $ 12.14 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 147 214 227 176 149 - ------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.75 $ 10.54 $ 10.74 -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 77 42 31 -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------ Unit value $ 29.51 $ 28.84 $ 27.54 $ 26.62 $ 25.64 - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 256 266 360 329 359 - ------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 19.94 $ 17.38 $ 16.80 $ 14.55 $ 10.70 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,898 7,963 8,796 8,124 2,322 - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.90 $ 8.17 $ 7.70 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 680 554 19 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.38 $ 14.94 $ 14.50 $ 12.48 $ 8.66 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,525 3,854 4,174 3,847 1,053 - ------------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.98 $ 17.90 $ 17.42 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 96 88 19 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.76 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 237 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.32 $ 5.61 $ 5.21 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 473 215 12 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.95 $ 10.44 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 811 393 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 19.12 $ 14.12 $ 10.76 $ 8.81 $ 5.72 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,088 4,095 3,531 27,090 737 - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.37 $ 12.39 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 320 133 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.32 $ 11.92 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 238 25 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 19.98 $ 14.69 $ 12.73 -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,240 946 934 -- -- - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 10.81 $ 9.23 $ 9.18 -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 111 41 20 26 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.07 $ 10.99 $ 11.51 $ 9.65 -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 23 18 18 18 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.15 $ 6.56 $ 11.08 $ 5.73 -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 43 55 52 16 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- A-5 Appendix I: Condensed financial information The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.20%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------------------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.64 $ 12.58 $ 11.79 $ 10.68 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 22,269 12,752 5,189 186 - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.48 $ 10.93 $ 10.80 $ 10.32 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,079 3,564 1,608 153 - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.14 $ 11.31 $ 11.09 $ 10.42 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,188 8,710 3,924 78 - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.74 $ 11.69 $ 11.30 $ 10.52 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 68,613 49,852 22,917 1,082 - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.03 $ 12.41 $ 11.78 $ 10.68 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 99,167 58,275 20,548 815 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.11 $ 12.63 $ 11.82 $ 10.68 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,071 674 354 14 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.75 $ 10.49 $ 10.44 $ 10.18 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,510 4,598 2,892 202 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.87 $ 12.40 $ 11.74 $ 10.60 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,336 2,552 1,325 79 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.58 $ 11.38 $ 10.60 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,081 6,661 3,911 371 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.47 $ 14.93 $ 13.09 $ 11.25 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,388 2,637 1,558 68 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.56 $ 12.09 $ 11.47 $ 10.59 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,032 794 424 26 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.57 $ 11.70 $ 11.03 $ 10.47 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,678 2,153 1,580 113 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.61 $ 13.24 $ 12.52 $ 11.08 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,449 3,350 1,540 106 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.48 $ 12.45 $ 11.63 $ 10.54 - ------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,239 2,543 1,570 142 - ------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-6 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------------------------------------------------------- 2006 2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.04 $ 13.27 $ 12.52 $ 11.01 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,904 2,263 1,454 126 - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.46 $ 11.76 $ 10.70 $ 10.32 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,251 1,745 969 57 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.88 $ 12.69 $ 12.32 $ 10.94 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 12,334 9,642 5,278 307 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.80 $ 12.64 $ 12.14 $ 10.93 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,744 6,550 3,640 209 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.36 $ 10.17 $ 10.17 $ 10.10 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,015 1,844 1,271 119 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.16 $ 14.88 $ 13.07 $ 11.20 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,352 5,355 1,996 93 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.36 $ 12.58 $ 11.08 $ 10.36 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,328 1,804 829 60 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.80 $ 10.54 $ 10.46 $ 10.21 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,096 3.152 1,612 84 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.37 $ 13.35 $ 12.12 $ 10.77 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,592 2,764 1,487 109 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.30 $ 12.77 $ 12.26 $ 10.95 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,336 9,974 5,206 329 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.38 $ 10.36 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 562 76 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- AXA Rosenberg Value Long/Short Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.07 $ 11.05 $ 10.41 $ 10.17 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,099 1,352 417 19 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.83 $ 5.97 $ 5.69 -- - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,155 3,884 224 -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.99 $ 11.53 $ 10.74 $ 10.50 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 860 679 278 17 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.96 $ 11.27 $ 10.86 $ 10.42 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,646 1,914 271 34 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.09 $ 14.52 $ 12.55 $ 11.19 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,928 5,898 3,195 150 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.62 $ 12.31 $ 11.75 $ 10.73 - ----------------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,859 4,008 2,468 154 - ----------------------------------------------------------------------------------------------------------------------------------- A-7 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------- Unit value $ 13.25 $ 12.20 $ 11.66 $ 10.80 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,363 7,792 4,756 338 - ------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 $ 10.40 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,166 732 -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------- Unit value $ 10.85 -- -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 597 -- -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------- Unit value $ 13.74 $ 12.09 $ 11.73 $ 10.77 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,573 10,047 5,582 374 - ------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------- Unit value $ 9.96 $ 9.75 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,258 100 -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------- Unit value $ 12.14 $ 11.61 $ 11.31 $ 10.70 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,943 1,920 1,379 85 - ------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------- Unit value $ 15.04 $ 13.66 $ 13.00 $ 11.35 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,034 6,968 3,775 306 - ------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------- Unit value $ 15.71 $ 14.15 $ 12.87 $ 11.06 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,522 6,055 2,897 148 - ------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------- Unit value $ 10.43 -- -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,560 -- -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------- Unit value $ 10.82 -- -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 191 -- -- -- - ------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------- Unit value $ 11.65 $ 10.51 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,305 475 -- -- - ------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------- Unit value $ 28.01 $ 23.87 $ 23.18 -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,848 1,166 78 -- - ------------------------------------------------------------------------------------------------------------- EQ/International Growth - ------------------------------------------------------------------------------------------------------------- Unit value $ 14.28 $ 11.51 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,109 358 -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------- Unit value $ 12.28 $ 12.29 $ 11.60 $ 10.48 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,601 1,330 680 55 - ------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------- Unit value $ 10.89 $ 10.60 $ 10.50 $ 10.21 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,554 10,991 4,339 252 - ------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------- Unit value $ 14.67 $ 12.34 $ 12.02 $ 10.98 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,576 1,298 769 63 - ------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------- Unit value $ 11.23 $ 10.64 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,181 386 -- -- - ------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-8 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------ 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------- Unit value $ 10.06 $ 10.01 -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,819 753 -- -- - ------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------- Unit value $ 12.28 $ 10.61 -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,836 757 -- -- - ------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------- Unit value $ 11.76 $ 10.57 -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 841 415 -- -- - ------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------- Unit value $ 12.39 $ 11.16 -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,813 1,971 -- -- - ------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------- Unit value $ 13.64 $ 12.63 $ 11.55 $ 10.59 - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 17,558 12,004 4,974 348 - ------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------- Unit value $ 14.49 $ 12.14 $ 11.94 $ 10.93 - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,573 6,492 4,028 189 - ------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------- Unit value $ 18.13 $ 14.61 $ 13.34 $ 11.11 - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,280 5,025 1,602 73 - ------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------- Unit value $ 13.06 $ 12.27 $ 11.40 $ 10.25 - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,399 992 530 22 - ------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------- Unit value $ 13.74 $ 12.32 $ 11.64 $ 10.58 - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,098 1,065 679 51 - ------------------------------------------------------------------------------------------------------- EQ/Money Market - ------------------------------------------------------------------------------------------------------- Unit value $ 10.38 $ 10.06 $ 9.93 $ 9.98 - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,721 2,172 1,335 252 - ------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------- Unit value $ 4.95 $ 4.64 $ 4.46 -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,387 1,014 143 -- - ------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------- Unit value $ 10.71 -- -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,134 -- -- -- - ------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 217 -- -- -- - ------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------- Unit value $ 10.93 -- -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 111 -- -- -- - ------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------- Unit value $ 11.10 -- -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 122 -- -- -- - ------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------- Unit value $ 9.86 $ 9.94 -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,212 2,883 -- -- - ------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------- Unit value $ 10.25 $ 9.99 -- -- - ------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,130 333 -- -- - ------------------------------------------------------------------------------------------------------- A-9 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ---------------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.00 $ 13.08 $ 12.66 $ 10.95 - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 8,534 6,948 3,850 232 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.87 $ 8.15 $ 7.67 -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 3,735 1,820 59 -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.92 $ 12.84 $ 12.47 $ 10.73 - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 3,972 2,861 1,702 121 - ------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.82 $ 17.74 $ 17.28 -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 578 688 53 -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.76 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 950 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.30 $ 5.59 $ 5.19 -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 2,323 1,420 96 -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.94 $ 10.44 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 4,735 2,313 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 24.92 $ 18.41 $ 14.04 $ 11.50 - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 6,367 4,108 1,431 64 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.36 $ 12.38 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 2,067 742 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.26 $ 11.87 $ 11.37 -- - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 885 149 4 -- - ------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 23.18 $ 17.05 $ 14.79 $ 11.00 - ------------------------------------------------------------------------------------------------------------------------------ Number of units outstanding (000's) 4,905 3,476 1,552 37 - ------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-10 Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed from the contract; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, the payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution, and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. B-1 Appendix II: Purchase considerations for QP contracts Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - -------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 - -------------------------------------------------------------------------------------------------------- 5.00% 9.00% As of February 15, 2011 before withdrawal - -------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - -------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - -------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - -------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - -------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - -------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - -------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - -------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - -------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - -------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $ 171,882 _______________ = __________________ where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $ 171,882 ________________ = _____________________ (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 _____________________ = _____________________ (1+h)((D/365)) (1+0.07)((1,461/365)) Appendix III: Market value adjustment example C-1 Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/Alliance Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options or the Special 10 year fixed maturity option), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an annuitant age 45 would be calculated as follows: - ---------------------------------------------------------------------------------------- End of 6% Roll-Up to age 85 Annual ratchet to age 85 contract enhanced enhanced year Account value death benefit(1) death benefit - ---------------------------------------------------------------------------------------- 1 $105,000 $ 106,000(1) $ 105,000(3) - ---------------------------------------------------------------------------------------- 2 $115,500 $ 112,360(2) $ 115,500(3) - ---------------------------------------------------------------------------------------- 3 $129,360 $ 119,102(2) $ 129,360(3) - ---------------------------------------------------------------------------------------- 4 $103,488 $ 126,248(1) $ 129,360(4) - ---------------------------------------------------------------------------------------- 5 $113,837 $ 133,823(1) $ 129,360(4) - ---------------------------------------------------------------------------------------- 6 $127,497 $ 141,852(1) $ 129,360(4) - ---------------------------------------------------------------------------------------- 7 $127,497 $ 150,363(1) $ 129,360(4) - ---------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. 6% ROLL-UP TO AGE 85 (1) At the end of contract year 1, and again at the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. (2) At the end of contract years 2 and 3, the death benefit will be the current account value since it is higher than the current enhanced death benefit. ANNUAL RATCHET TO AGE 85 (3) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (4) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual ratchet to age 85 or the current account value.* * At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. At the end of contract years 2 and 3, the death benefit will be the current account value. D-1 Appendix IV: Enhanced death benefit example Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit, the Protection Plus(SM) benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.56)% and 3.44% for the Accumulator(R) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, Protection Plus(SM) benefit, and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 Annual Ratchet to age 85" Guaranteed minimum death benefit charge, the Protection Plus(SM) benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix V: Hypothetical illustrations E-1 Variable deferred annuity Accumulator(R) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 Guaranteed minimum death benefit Protection Plus(SM) Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 or the Annual Lifetime Annual Ratchet to age 85 Guaranteed Minimum Income Benefit Guaranteed Total Death Benefit ---------------------------------- Minimum Death with Protection Guaranteed Hypothetical Account Value Cash Value Benefit Plus(SM) Income Income Contract ------------------- ------------------ ------------------- ------------------- ----------------- ---------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ----- --------- --------- --------- -------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,774 101,753 88,774 94,753 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 91,591 103,480 85,591 97,480 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 87,445 105,177 81,445 99,177 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 83,330 106,836 78,330 101,836 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 79,240 108,451 76,240 105,451 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 75,168 110,016 74,168 109,016 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 71,108 111,523 71,108 111,523 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 67,053 112,963 67,053 112,963 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 62,996 114,329 62,996 114,329 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 42,365 119,668 42,365 119,668 226,090 226,090 276,527 276,527 14,266 14,266 14,266 14,266 79 20 20,435 121,358 20,435 121,358 302,560 302,560 383,584 383,584 20,393 20,393 20,393 20,393 84 25 0 117,272 0 117,272 0 404,893 0 493,179 34,821 34,821 34,821 34,821 89 30 0 119,623 0 119,623 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 125,508 0 125,508 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 126,796 0 126,796 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. E-2 Appendix V: Hypothetical illustrations Appendix VI: Guaranteed principal benefit example - -------------------------------------------------------------------------------- For purposes of these examples, we assume that there is an initial contribution of $100,000, made to the contract on February 15, 2007. We also assume that no additional contributions, no transfers among options and no withdrawals from the contract are made. For GPB Option 1, the example also assumes that a 10 year fixed maturity option is chosen. The hypothetical gross rates of return with respect to amounts allocated to the variable investment options are 0%, 6% and 10%. The numbers below reflect the deduction of all applicable separate account and contract charges and also reflect the charge for GPB Option 2. Also, for any given performance of your variable investment options, GPB Option 1 produces higher account values than GPB Option 2 unless investment performance has been significantly positive. The examples should not be considered a representation of past or future expenses. Similarly, the annual rates of return assumed in the example are not an estimate or guarantee of future investment performance. - ------------------------------------------------------------------------------------------------------------------ Assuming 100% Assuming in the variable 100% in the Under GPB Under GPB investment FMO Option 1 Option 2 options - ------------------------------------------------------------------------------------------------------------------ Amount allocated to FMO on February 15, 2007 based upon a 3.89% rate to maturity 100,000 68,250 40,000 -- - ------------------------------------------------------------------------------------------------------------------ Initial account value allocated to the variable investment options on February 15, 2007 0 31,750 60,000 100,000 - ------------------------------------------------------------------------------------------------------------------ Account value in the fixed maturity option on February 15, 2017 146,512 100,000 58,605 0 - ------------------------------------------------------------------------------------------------------------------ Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 0% gross rate of return) 146,512 124,497 100,447* 77,157 - ------------------------------------------------------------------------------------------------------------------ Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 6% gross rate of return) 146,512 144,528 135,828* 140,244 - ------------------------------------------------------------------------------------------------------------------ Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 10% gross rate of return) 146,512 165,073 172,223* 204,956 - ------------------------------------------------------------------------------------------------------------------ * Since the annuity account value is greater than the alternate benefit under GPB Option 2, GPB Option 2 will not affect the annuity account value. Appendix VI: Guaranteed principal benefit example F-1 Appendix VII: Protection Plus(SM) example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes Protection Plus for an annuitant age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. If you purchased your contract after approximately September 2003, the example shown in the second and third columns apply. For all other contract owners, the example in the last two columns apply. The calculation is as follows: $ 3000 $ 6000 withdrawal - withdrawal - No $3000 $6000 Prorata Prorata Withdrawal withdrawal withdrawal Treatment Treatment - ------------------------------------------------------------------------------------------------------------------------------------ A Initial Contribution 100,000 100,000 100,000 100,000 100,000 - ------------------------------------------------------------------------------------------------------------------------------------ B Death Benefit: prior to withdrawal.* 104,000 104,000 104,000 104,000 104,000 - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus Earnings: Death Benefit less net C contributions (prior to the withdrawal in D). 4,000 4,000 4,000 N/A N/A B minus A. - ------------------------------------------------------------------------------------------------------------------------------------ D Withdrawal 0 3,000 6,000 3,000 6,000 - ------------------------------------------------------------------------------------------------------------------------------------ Withdrawal % as a % of AV (assuming Death 0.00% N/A N/A 2.88% 5.77% E Benefit = AV) greater of D divided by B - ------------------------------------------------------------------------------------------------------------------------------------ Excess of the withdrawal over the Protection Plus 0 0 2,000 N/A N/A F earnings greater of D minus C or zero - ------------------------------------------------------------------------------------------------------------------------------------ Net Contributions (adjusted for the withdrawal in D) 100,000 100,000 98,000 97,115 94,231 G A reduced for E or F - ------------------------------------------------------------------------------------------------------------------------------------ Death Benefit (adjusted for the withdrawal in D) 104,000 101,000 98,000 101,000 98,000 H B minus D - ------------------------------------------------------------------------------------------------------------------------------------ Death Benefit less Net Contributions 4,000 1,000 0 3,885 3,769 I H minus G 40% 40% 40% 40% 40% - ------------------------------------------------------------------------------------------------------------------------------------ J Protection Plus Factor - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus Benefit 1,600 400 0 1,554 1,508 K I times J - ------------------------------------------------------------------------------------------------------------------------------------ Death Benefit: Including Protection Plus 105,600 101,400 98,000 102,554 99,508 L H plus K - ------------------------------------------------------------------------------------------------------------------------------------ * The Death Benefit is the greater of the Account Value or any applicable death benefit. G-1 Appendix VII: Protection Plus(SM) example Appendix VIII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. Please note that this may not be a complete list and the availability of features and benefits are subject to state approval and approval may be pending in your state. Additionally, certain features and/or benefits may have been approved in your state after your contract was issued and cannot be added. Please contact your financial professional for more information about availability in your state. See also the "Contract Variations" appendix later in this Prospectus for information about the availability of certain features and their charges, if applicable, under your contract. STATES WHERE CERTAIN ACCUMULATOR(R) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to If you reside in the state of California and you are age 60 cancel within a certain number of days" and older at the time the contract is issued, you may return your vari- able annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the money mar- ket account (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a transfer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If you allo- cate any portion of your initial contribution to the variable investment options (other than the money market account) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA See "Transfer of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" - ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS See "Selecting an annuity payout option" under "Your Annuity payments may be elected twelve months from the con- annuity payout options" in "Accessing your money" tract date. - ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND Fixed maturity options Not Available Guaranteed principal benefit option1 and Guaranteed Not Available principal benefit option 2 - ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS Automatic investment program Not Available Annual administrative charge The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. See "How you can purchase and contribute to your Additional contributions are limited to the first three years contract" in "Contract features and benefits" after the contract issue date only. See "Disability, terminal illness, or confinement to This section is deleted in its entirety. nursing home" under "Withdrawal charge" in "Charges and expenses" - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK Greater of the 6% Roll-Up or Annual Ratchet Guaran- Not Available (you have a choice of the standard death teed minimum death benefit benefit or the Annual Ratchet to age 85 guaranteed minimum death benefit), as described earlier in this Prospectus. Guaranteed minimum death benefit/guaranteed mini- Not Available mum income benefit roll-up benefit base reset - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VIII: State contract availability and/or variations of certain features and benefits H-1 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK, Guaranteed minimum income benefit no lapse guar- Not Available CONTINUED antee Principal Protector(SM) Not Available Protection Plus(SM) Not Available See "Contract features and benefits" -- "Self directed No more than 25% of any contribution may be allocated to the allocation" (for contracts issued from approximately guaranteed interest option. February 2004 to present). See "Insufficient account value" in "Determining your If your account value in the variable investment options and contract's value" the fixed maturity options is insufficient to pay the annual administrative charge, or either enhanced death benefit charge and/or the guaranteed minimum income benefit charge, and you have no account value in the guaranteed interest option, your contract will terminate without value, and you will lose any applicable benefits. See "Charges and expenses" earlier in this Prospectus. See "Transferring your account value" in "Transferring The following information is added as the sixth and seventh your money among investment options" (for contracts bullets in this section: issued from approximately February 2004 to present). o In all contract years, a transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. See "Rebalancing your account value" in "Transferring Under Option II, transfers into the Guaranteed interest option your money among investment options" (for contracts are not permitted if they violate the transfer rules. issued from approximately February 2004 to present). See "The amount applied to purchase an annuity For fixed annuity period certain payout options only, the payout option" in "Accessing your money" amount applied to the annuity benefit is the greater of the cash value or 95% of what the account value would be if no withdrawal charge applied. The income provided, however, will never be less than what would be provided by applying the account value to the guaranteed annuity purchase factors. See "Annuity maturity date" in "Accessing your The maturity date by which you must take a lump sum with- money" drawal or select an annuity payout option is as follows: Maximum Issue age Annuitization age --------- ----------------- 0-80 90 81 91 82 92 83 93 84 94 85 95 Please see this section earlier in this Prospectus for more information. - ------------------------------------------------------------------------------------------------------------------------------------ H-2 Appendix VIII: State contract availability and/or variations of certain features and benefits - ---------------------------------------------------------------------------------------------------------------------------------- State Features and Benefits Availability or Variation - ---------------------------------------------------------------------------------------------------------------------------------- NEW YORK See "Charges and expenses" With regard to the Annual administrative, either enhanced death CONTINUED benefit, Guaranteed principal benefit option 2 and Guaranteed minimum income benefit charges, respectively, we will deduct the related charge, as follows for each: we will deduct the charge from your value in the variable investment options on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging (not available if the Guaranteed principal benefit option is elected). If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). Deductions from the fixed maturity options (including the Special 10 year fixed maturity option) cannot cause the credited net interest for the contract year to fall below 1.5%. With regard to the Annual administrative, either enhanced death benefit and the Guaranteed minimum income benefit charges only, if your account value in the variable investment options and the fixed maturity options is insufficient to pay the applicable charge, and you have no account value in the guaranteed inter- est option, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insuffi- cient account value" in "Determining your contract's value" earlier in this Prospectus. Fixed maturity options -- withdrawal charges The withdrawal charge that applies to withdrawals taken from amounts in the fixed maturity options will never exceed 7% and will be determined by applying the New York Alternate Scale I shown below. If you withdraw amounts that have been trans- ferred from one fixed maturity option to another, we use the New York Alternate Scale II (also shown below) if it produces a higher charge than Alternate Scale I. The withdrawal charge may not exceed the withdrawal charge that would normally apply to the contract. If a contribution has been in the contract for more than 7 years and therefore would have no withdrawal charge, no withdrawal charge will apply. Use of a New York Alternate Scale can only result in a lower charge. We will compare the result of applying Alternate Scale I or II, as the case may be, to the result of applying the normal withdrawal charge, and will charge the lower withdrawal charge. ---------------------------------------------------------------------- NY Alternate Scale I NY Alternate Scale II ---------------------------------------------------------------------- Year of investment in fixed Year of transfer within fixed maturity option* maturity option* ---------------------------------------------------------------------- Within year 1 7% Within year 1 5% ---------------------------------------------------------------------- 2 6% 2 4% ---------------------------------------------------------------------- 3 5% 3 3% - --------------------------------------------------------------------------------------------------------------------------------- Appendix VIII: State contract availability and/or variations of certain features and benefits H-3 - ----------------------------------------------------------------------------------------------------------------------------------- State Features and Benefits Availability or Variation - ----------------------------------------------------------------------------------------------------------------------------------- NEW YORK, NY Alternate Scale I NY Alternate Scale II CONTINUED Year of investment in fixed Year of transfer within fixed maturity option* maturity option* ---------------------------------------------------------------- 4 4% 4 2% ---------------------------------------------------------------- 5 3% 5 1% ---------------------------------------------------------------- 6 2% After year 5 0 ---------------------------------------------------------------- 7 1% ---------------------------------------------------------------- After year 7 0% Not to exceed 1% times the number of years remaining in the fixed maturity option, rounded to the higher number of years. In other words, if 4.3 years remain, it would be a 5% charge. ---------------------------------------------------------------- * Measured from the contract date anniversary prior to the date of the contribution or transfer If you take a withdrawal from an investment option other than the fixed maturity options, the amount available for withdrawal without a withdrawal charge is reduced. It will be reduced by the amount of the contribution in the fixed maturity options to which no withdrawal charge applies. You should consider that on the maturity date of a fixed maturity option if we have not received your instructions for allocation of your maturity value, we will transfer your maturity value to the fixed maturity option with the shortest available maturity. If we are not offering other fixed maturity options, we will transfer your maturity value to the EQ/Money Market option. The potential for lower withdrawal charges for withdrawals from the fixed maturity options and the potential for a lower "free withdrawal amount" than what would normally apply, should be taken into account when deciding whether to allocate amounts to, or transfer amounts to or from, the fixed maturity options. - ----------------------------------------------------------------------------------------------------------------------------------- OREGON Fixed maturity options Not Available Guaranteed principal benefit option 1 and Guaranteed Not Available principal benefit option 2 Flexible Premium IRA and Not Available Flexible Premium Roth IRA See "How you can purchase and contribute to your o Subsequent contributions are not permitted. This is a single contract" in "Contract features and benefits" premium product. o Section 1035 exchanges, rollovers, multiple assignments and/or transfers are permitted provided that all documenta- tion is complete and received with the application. - ----------------------------------------------------------------------------------------------------------------------------------- H-4 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ OREGON, See "Lifetime required minimum distribution with- We generally will not impose a withdrawal charge on minimum CONTINUED drawals" in "Accessing your money" distribution withdrawals even if you are not enrolled in our automatic RMD service except if, when added to a lump sum withdrawal previously taken in the same contract year, the mini- mum distribution withdrawals exceed the 10% free withdrawal amount. In order to avoid a withdrawal charge in connection with minimum distribution withdrawals outside of our automatic RMD service, you must notify us using our request form. Such minimum distribution withdrawals must be based solely on your contract's account value. See "Selecting an annuity payout option" in "Access- The annuity commencement date may not be earlier than seven ing your money" years from the contract issue date. See "Disability, terminal illness, or confinement to Item (i) is deleted in its entirety. nursing home" under "Withdrawal charge" in "Charges and expenses" Automatic Investment Program Not Available See "Special dollar cost averaging program" in "Con- The special dollar cost averaging program may only be selected tract Features and Benefits" at the time of application. See "We require that the following types of communi- The following is added: cations be on specific forms we provide for that (20) requests for required minimum distributions, other than purpose:" in "Who is AXA Equitable?" pursuant to our automatic RMD service. - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA Contribution age limitations The following contribution limits apply: Maximum Issue age Contribution age --------- ---------------- 0-75 79 76 80 77 81 78-80 82 81-83 84 84 85 85 86 Special dollar cost averaging program In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." Withdrawal charge schedule for issue ages 84 and 85 For annuitants that are ages 84 and 85 when the contract is issued in Pennsylvania, the withdrawal charge will be computed in the same manner as for other contracts as described in "Charges and expenses" under "Withdrawal charge" earlier in this Prospectus, except that the withdrawal charge schedule will be different. For these contracts, the withdrawal charge schedule will be 5% of each contribution made in the first contract year, decreasing by 1% each subsequent contract year to 0% in the sixth and later contract years. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VIII: State contract availability and/or variations of certain features and benefits H-5 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA, See "Annuity maturity date" in "Accessing your The maturity date by which you must take a lump sum with- CONTINUED money" drawal or select an annuity payout option is as follows: Maximum Issue age annuitization age --------- ----------------- 0-75 85 76 86 77 87 78-80 88 81-85 90 Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA Not Available contracts Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Annual administrative charge" in "Charges and The annual administrative charge will not be deducted from expenses" amounts allocated to the Guaranteed interest option. - ------------------------------------------------------------------------------------------------------------------------------------ UTAH See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" - ------------------------------------------------------------------------------------------------------------------------------------ VERMONT Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option (for contracts issued from Not Available approximately December 2004-December 2006) Investment simplifier -- Fixed-dollar option and Not Available Interest sweep option Fixed maturity options Not Available Guaranteed Principal Benefit Options 1 and 2 Not Available Income Manager(SM) payout option Not Available Protection Plus(SM) Not Available Special dollar cost averaging program (for contracts o Available only at issue. issued from approximately December 2004-December 2006) o Subsequent contributions cannot be used to elect new programs. You may make subsequent contributions to the initial programs while they are still running. See "Guaranteed minimum death benefit" in "Con- You have a choice of the standard death benefit, the Annual tract features and benefits" Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted from the expenses" value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" The 10% free withdrawal amount applies to full surrenders. - ------------------------------------------------------------------------------------------------------------------------------------ H-6 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON, See "Disability, terminal illness, or confinement to The annuitant has qualified to receive Social Security CONTINUED nursing home" under "Withdrawal charge" in disability benefits as certified by the Social Security "Charges and expenses" Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total disability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VIII: State contract availability and/or variations of certain features and benefits H-7 Appendix IX: Contract variations - -------------------------------------------------------------------------------- You may be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that your contract's options, features and charges may vary from what is described in this Prospectus depending on the approximate date on which you purchased your contract. You may not change your contract or its features after issue. This Appendix reflects contract variations that differ from what is described in this Prospectus but may have been in effect at the time your contract was issued. If you purchased your contract during the "Approximate Time Period" below, the noted variation may apply to you. In addition, options and/or features may vary among states in light of applicable regulations or state approvals. Any such state variations are generally not included here but instead included in Appendix VIII earlier in this section. For more information about state variations applicable to you, as well as particular features, charges and options available under your contract based upon when you purchased it, please contact your financial professional and/or refer to your contract. - ----------------------------------------------------------------------------------------------------------------------------- Approximate Time Period Feature/Benefit Variation - ----------------------------------------------------------------------------------------------------------------------------- April 2002 - November 2002 Inherited IRA beneficiary Continuation Unavailable -- accordingly, all references in contract this Prospectus to "Inherited IRA beneficiary Continuation contract" are deleted in their entirety. - ----------------------------------------------------------------------------------------------------------------------------- April 2002 - February 2003 Guaranteed minimum income benefit The fee for this benefit was 0.45%. Annual Ratchet to age 85 The fee for this benefit was 0.20%. 6% Roll-Up to age 85 The fee for this benefit was 0.35%. The Greater of 6% Roll-Up to age 85 of the The fee for this benefit was 0.45%. Annual Ratchet to age 85 - ----------------------------------------------------------------------------------------------------------------------------- April 2002 - September 2003. The guaranteed principal benefits GPB 2 -- unavailable GPB 1 known as Principal assurance. GPB 1 available with both systematic and substantially equal withdrawals. GPB 1 available with the Guaranteed minimum income benefit. Spousal protection Unavailable -- accordingly, all references in this Prospectus to "Spousal protection" are deleted in their entirety. Maximum contributions The maximum contributions permitted under all Accumulator series contracts with the same owner or annuitant is $1,500,000. NQ contract maximum issue age 90 Guaranteed minimum death benefit maximum 84 (not including Flexible Premium IRA and QP issue age contracts) Protection Plus The maximum issue age for this benefit was 79. For issue ages 71-79, the applicable death benefit will be multiplied by 25%. In calculating the death benefit, contributions are decreased for withdrawals on a pro rata basis. - ----------------------------------------------------------------------------------------------------------------------------- I-1 Appendix IX: Contract variations - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - September 2003, continued Guaranteed option charges If the contract is surrendered or annuitized or the a death benefit is paid on a date other than the contract date anniversary, we will not deduct a pro rata portion of the charge for any applicable guaranteed benefit. Withdrawals treated as surrenders We will not treat a withdrawal that results in a cash value of less than $500 as a request for a surrender. We will not terminate your contract if you do not make contributions for three contract years. Guaranteed minimum income benefit option Subject to state availability, this option guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or an Income Manager level payment life with a period certain payout option Known as the Living Benefit Annuitant issue age Ages 86-90. For contracts with an annuitant who was age 86-90 at issue, the following apply: (1) standard death benefit only was available, and (2) no withdrawal charge applies. Partial withdrawals Your free withdrawal amount is 15%. Systematic withdrawals Your systematic withdrawal may not exceed 1.20% (monthly), 3.60% (quarterly) or 15% (annually) of account value. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - July 2004 Principal Protector(SM) benefit Unavailable -- accordingly, all references in this Prospectus to "Principal Protector" are deleted in their entirety. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - December 2004 Termination of guaranteed benefits Your guaranteed benefits will not automatically terminate if you change ownership of your NQ contract. Ownership Transfer of NQ If you transfer ownership of your NQ contract, your guaranteed benefit options will not be automatically terminated. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - January 2005 No lapse guarantee Unavailable. Accordingly, all references to this feature are deleted in their entirety. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - October 2005 Roll-Up benefit base reset Unavailable. Accordingly, all references to this feature are deleted in their entirety. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - current Guaranteed interest option Your lifetime minimum interest rate is either 1.5%, 2.25% or 3.0% (depending on the state and time where your contract was issued). - ------------------------------------------------------------------------------------------------------------------------------------ March 2003 - September 2003 Annual Ratchet to age 85 The fee for this benefit is 0.30%. 6% Roll-Up to age 85 The fee for this benefit is 0.45%. Guaranteed minimum income benefit The fee for this benefit is 0.60%. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix IX: Contract variations I-2 - ------------------------------------------------------------------------------------------------------------------------------------ September 2003 - January 2004 Guaranteed minimum income benefit and Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit: o Benefit base crediting rate The effective annual interest credited to the applicable benefit base is 5%.* Accordingly, all references in this Prospectus to the "6% Roll-Up benefit base" are deleted in their entirety and replaced with "5% Roll-Up benefit base." o Fee table Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit charge: 0.50%.* Guaranteed minimum income benefit charge: 0.55%* o Effect of withdrawals on your Greater of Withdrawals will reduce each of the benefit the 5% Roll-Up to age 85 or the Annual bases on a pro rata basis only. Ratchet to age 85 enhanced death benefit - ------------------------------------------------------------------------------------------------------------------------------------ September 2003 - February 2004 (for the How withdrawals affect your Guaranteed In calculating whether your withdrawal will Guaranteed minimum income benefit) and minimum income benefit and Greater of the reduce your the Roll-Up benefit base portion January 2004 - February 2005 (for the 6% Roll-Up to age 85 or the Annual Ratchet of your Guaranteed minimum income benefit base Greater of the 6% Roll-Up to age 85 or to age 85 enhanced death benefit: on a pro rata or dollar-for-dollar basis, the Annual Ratchet to age 85 enhanced withdrawal charges will be included in the death benefit:) withdrawal amount. - ------------------------------------------------------------------------------------------------------------------------------------ September 2003 - present 6% Roll-Up to age 85 enhanced death benefit Unavailable -- accordingly all references to this feature are deleted in their entirety. - ------------------------------------------------------------------------------------------------------------------------------------ January 2004 - present Greater of 5% Roll-Up to age 85 or the Unavailable -- accordingly all references to Annual Ratchet to age 85 enhanced death this feature are deleted in their entirety. benefit - ------------------------------------------------------------------------------------------------------------------------------------ * Contract owners who elected the Guaranteed minimum income benefit and/or the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit had a limited opportunity to change to the new versions of these benefits, as they are described in "Contract features and benefits" and "Accessing your money," earlier in this Prospectus. I-3 Appendix IX: Contract variations Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to Obtain an Accumulator(R) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip Core '02, OR, '04; Jumpstart '07 and '07 Series x01479 Accumulator(R) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS ACCUMULATOR(R)? Accumulator(R) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options, or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity options, and the account for special dollar cost averaging, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA or Roth IRA. We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion IRA" and "Flexible Premium Roth IRA." o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP, or Rollover TSA contract. For Flexible Premium IRA and Flexible Premium Roth IRA contracts, we require a contribution of $4,000 to purchase a contract. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01467/Core '06 Series (R-4/15) Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? 7 How to reach us 8 Accumulator(R) at a glance -- key features 10 - -------------------------------------------------------------------------------- FEE TABLE 13 - -------------------------------------------------------------------------------- Example 17 Condensed financial information 22 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 23 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 23 Owner and annuitant requirements 30 How you can make your contributions 30 What are your investment options under the contract? 30 Portfolios of the Trusts 32 Allocating your contributions 38 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 40 Annuity purchase factors 41 Guaranteed minimum income benefit option 41 Guaranteed minimum death benefit 44 Guaranteed withdrawal benefit for life ("GWBL") 45 Principal guarantee benefits 49 Inherited IRA beneficiary continuation contract 49 Your right to cancel within a certain number of days 50 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 52 - -------------------------------------------------------------------------------- Your account value and cash value 52 Your contract's value in the variable investment options 52 Your contract's value in the guaranteed interest option 52 Your contract's value in the fixed maturity options 52 Your contract's value in the account for special dollar cost averaging 52 Insufficient account value 52 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we use the word "contract" it also includes certificates that When we address the reader of this Prospectus with words such are issued under group contracts in some states. as "you" and "your," we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner. Contents of this Prospectus 3 - ------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 54 - ------------------------------------------------------- Transferring your account value 54 Disruptive transfer activity 54 Rebalancing your account value 55 - ------------------------------------------------------- 4. ACCESSING YOUR MONEY 57 - ------------------------------------------------------- Withdrawing your account value 57 How withdrawals are taken from your account value 59 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 59 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 59 Withdrawals treated as surrenders 60 Loans under Rollover TSA contracts 60 Surrendering your contract to receive its cash value 61 When to expect payments 61 Your annuity payout options 61 - ------------------------------------------------------- 5. CHARGES AND EXPENSES 64 - ------------------------------------------------------- Charges that AXA Equitable deducts 64 Charges that the Trusts deduct 67 Group or sponsored arrangements 67 Other distribution arrangements 68 - ------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 69 - ------------------------------------------------------- Your beneficiary and payment of benefit 69 Beneficiary continuation option 71 - ------------------------------------------------------- 7. TAX INFORMATION 73 - ------------------------------------------------------- Overview 73 Buying a contract to fund a retirement arrangement 73 Transfers among investment options 73 Taxation of nonqualified annuities 73 Individual retirement arrangements (IRAs) 75 Tax-sheltered annuity contracts (TSAs) 85 Federal and state income tax withholding and information reporting 89 Special rules for contracts funding qualified plans 90 Impact of taxes to AXA Equitable 90 ------------------------------------------------------- 8. MORE INFORMATION 91 ------------------------------------------------------- About Separate Account No. 49 91 About the Trusts 91 About our fixed maturity options 91 About the general account 92 About other methods of payment 93 Dates and prices at which contract events occur 93 About your voting rights 94 About your voting rights 94 About legal proceedings 94 Financial statements 94 Transfers of ownership, collateral assignments, loans and borrowing 94 About Custodial IRAs 95 Distribution of the contracts 95 ------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 97 ------------------------------------------------------- ------------------------------------------------------- APPENDICES ------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 ------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS ------------------------------------------------------- 4 Contents of this Prospectus Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 6% Roll-Up to age 85 40 account for special dollar cost averaging 38 account value 52 administrative charge 64 annual administrative charge 64 Annual Ratchet 47 Annual Ratchet to age 85 enhanced death benefit 40 annuitant 23 annuitization 61 annuity maturity date 63 annuity payout options 61 annuity purchase factors 41 automatic investment program 93 AXA Allocation portfolios cover beneficiary 69 Beneficiary continuation option ("BCO") 71 benefit base 46 business day 30 cash value 52 charges for state premium and other applicable taxes 67 contract date 30 contract date anniversary 30 contract year 30 contributions to Roth IRAs 82 regular contributions 82 rollovers and transfers 82 conversion contributions 83 contributions to traditional IRAs 76 regular contributions 76 rollovers and transfers 78 disability, terminal illness or confinement to nursing home 65 disruptive transfer activity 54 Distribution Charge 64 Earnings enhancement benefit 44 Earnings enhancement benefit charge 67 EQAccess 8 ERISA 60 Fixed-dollar option 39 fixed maturity options 37 Flexible Premium IRA cover Flexible Premium Roth IRA cover free look 50 free withdrawal amount 65 general account 92 General dollar cost averaging 39 guaranteed interest option 37 Guaranteed minimum death benefit 44 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 44 Guaranteed minimum income benefit 41 Page Guaranteed minimum income benefit charge 66 Guaranteed minimum income benefit "no lapse guarantee" 44 Guaranteed withdrawal benefit for life 45 Guaranteed withdrawal benefit for life charge 67 IRA cover IRS 73 Inherited IRA cover Investment simplifier 39 investment options cover lifetime required minimum distribution withdrawals 58 loan reserve account 60 loans under Rollover TSA 60 market adjusted amount 37 market value adjustment 37 market timing 54 maturity dates 37 maturity value 37 Mortality and expense risks charge 64 NQ cover partial withdrawals 57 permitted variable investment options 30 portfolio cover Principal guarantee benefits 49 processing office 8 QP cover rate to maturity 37 Rebalancing 55 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 38 Separate Account No. 49 91 special dollar cost averaging 38 standard death benefit 40 substantially equal withdrawals 58 Spousal continuation 70 systematic withdrawals 58 TOPS 8 TSA cover traditional IRA cover Trusts 86 unit 52 variable investment options 30 wire transmittals and electronic applications 93 withdrawal charge 65 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract. - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) Index of key words and phrases 5 - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit Guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - -------------------------------------------------------------------------------- 6 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 7 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only)and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com andlogging in to access your account. All other clients may access EQAccess by visiting our website at www. axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. 8 Who is AXA Equitable? WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial profes sional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA or Flex ible Premium Roth IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, both must sign. Who is AXA Equitable? 9 Accumulator(R) at a glance -- key features - -------------------------------------------------------------------------------- Professional investment Accumulator's(R) variable investment options invest management in different portfolios managed by professional investment advisers. - -------------------------------------------------------------------------------- Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. - -------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - -------------------------------------------------------------------------------- Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - -------------------------------------------------------------------------------- Account for special dollar Available for dollar cost averaging all or a cost averaging portion of any eligible contribution to your contract. - -------------------------------------------------------------------------------- Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. --------------------------------------------------- o No tax on transfers among investment options inside the contract. - -------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - -------------------------------------------------------------------------------- Guaranteed minimum The Guaranteed minimum income benefit provides income benefit income protection for you during your life once you elect to annuitize the contract. - -------------------------------------------------------------------------------- Guaranteed withdrawal The Guaranteed withdrawal benefit for life option benefit for life ("GWBL") guarantees that you can take withdrawals of up to a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - -------------------------------------------------------------------------------- 10 Accumulator(R) at a glance -- key features - -------------------------------------------------------------------------------- Contribution amounts o NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP and Rollover TSA contracts o Initial minimum: $5,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) $1000 (Inherited IRA contracts) o Flexible Premium IRA and Flexible Premium Roth IRA contracts o Initial minimum: $4,000 o Additional minimum: $50 $50 under our automatic investment program (subject to tax maximum) Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - -------------------------------------------------------------------------------- Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - -------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - -------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for certain withdrawals, disability, terminal illness, or confinement to a nursing home o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset - -------------------------------------------------------------------------------- Fees and charges Please see "Fee table" later in this section for complete details. - -------------------------------------------------------------------------------- Owner and annuitant NQ: 0-85 issue ages Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA and Rollover TSA: 20-85 Flexible Premium IRA: 20-70 Inherited IRA: 0-70 QP: 20-75 Accumulator(R) at a glance -- key features 11 THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE CONTRACT. IN SOME CASES, RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES. PLEASE SEE APPENDIX VII LATER IN THIS PROSPECTUS FOR MORE INFORMATION ON STATE AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 12 Accumulator(R) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - -------------------------------------------------------------------------------- CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN TRANSACTIONS - -------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 7.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - -------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - -------------------------------------------------------------------------------- CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY - -------------------------------------------------------------------------------- Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - -------------------------------------------------------------------------------- CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS - -------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 0.80% Administrative 0.30% Distribution 0.20% ---- Total Separate account annual expenses 1.30% - -------------------------------------------------------------------------------- CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU ELECT ANY OF THE FOLLOWING OPTIONAL BENEFITS - -------------------------------------------------------------------------------- GUARANTEED MINIMUM DEATH BENEFIT CHARGE (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect). Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% GWBL Enhanced death benefit 0.30% - -------------------------------------------------------------------------------- PRINCIPAL GUARANTEE BENEFITS CHARGE (calculated as a percentage of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - -------------------------------------------------------------------------------- Fee table 13 - -------------------------------------------------------------------------------- GUARANTEED MINIMUM INCOME BENEFIT CHARGE (calculated as a 0.65% percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) - -------------------------------------------------------------------------------- EARNINGS ENHANCEMENT BENEFIT CHARGE (calculated as a percent- age of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) 0.35% - -------------------------------------------------------------------------------- GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE(2) (cal- 0.60% for the Single Life option culated as a percentage of the GWBL benefit base. Deducted annually 0.75% for the Joint Life option on each contract date anniversary). If your GWBL benefit base ratchets, we reserve the right to increase your charge up to: 0.75% for the Single Life option 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - -------------------------------------------------------------------------------- Net loan interest charge - Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(4) - -------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - -------------------------------------------------------------------------------- PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS - -------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(5) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses (8) lios)(9) tions) ments(10) Limitations - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - --------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - --------------------------------------------------------------------------------------------------------------------- 14 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ----------------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(6) Fees(7) Expenses (8) - ----------------------------------------------------------------------------------------- EQ Advisors Trust: - ----------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% EQ/BlackRock International Value* 0.82% 0.25% 0.21% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% EQ/Capital Guardian Research 0.65% 0.25% 0.13% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% EQ/Davis New York Venture 0.85% 0.25% 0.74% EQ/Equity 500 Index 0.25% 0.25% 0.13% EQ/Evergreen International Bond 0.70% 0.25% 0.23% EQ/Evergreen Omega 0.65% 0.25% 0.21% EQ/FI Mid Cap 0.68% 0.25% 0.15% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% EQ/Franklin Income 0.90% 0.25% 0.38% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% EQ/International Growth 0.85% 0.25% 0.35% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% EQ/Long Term Bond 0.43% 0.25% 0.15% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% EQ/Marsico Focus 0.85% 0.25% 0.13% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% EQ/Money Market 0.33% 0.25% 0.14% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% EQ/Mutual Shares 0.90% 0.25% 0.50% EQ/Oppenheimer Global 0.95% 0.25% 1.30% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% EQ/PIMCO Real Return 0.55% 0.25% 0.18% EQ/Short Duration Bond 0.43% 0.25% 0.14% EQ/Small Cap Value+ 0.73% 0.25% 0.15% EQ/Small Company Growth+ 1.00% 0.25% 0.17% EQ/Small Company Index 0.25% 0.25% 0.16% EQ/TCW Equity++ 0.80% 0.25% 0.16% EQ/Templeton Growth 0.95% 0.25% 0.64% EQ/UBS Growth and Income 0.75% 0.25% 0.17% - ----------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses ing Expense Expense (After Portfo- Limita- Reimburse- Expense Portfolio Name lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index -- 0.63% -- 0.63% EQ/Evergreen International Bond -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega -- 1.11% 0.00% 1.11% EQ/FI Mid Cap -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ -- 1.11% (0.01)% 1.10% EQ/Franklin Income -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value -- 1.17% 0.00% 1.17% EQ/International Growth -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity -- 1.12% (0.12)% 1.00% EQ/Long Term Bond -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value -- 1.13% (0.08)% 1.05% EQ/Marsico Focus -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ -- 1.05% -- 1.05% EQ/MFS Investors Trust+ -- 1.01% (0.06)% 0.95% EQ/Money Market -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth -- 1.16% (0.01)% 1.15% EQ/Mutual Shares -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ -- 1.21% (0.06)% 1.15% EQ/Templeton Growth -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income -- 1.17% (0.12)% 1.05% - ------------------------------------------------------------------------------------------------------ Fee table 15 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------------------------------------------------- Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) lios)(9) tions) ments(10) Limitations) - -------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust: - -------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - -------------------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - -------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - -------------------------------------------------------------------------------------------------------------------------- (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. FN Portfolio Name until May 29, 2007 (1) AXA Premier VIP Aggressive Equity (2) AXA Premier VIP High Yield (3) AXA Premier VIP Technology (4) EQ/Mercury International Value + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features amd ben efits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable: The withdrawal charge percentage we use is determined by the Contract contract year in which you make the withdrawal or surrender Year your contract. For each contribution, we consider the 1 ..........7.00% contract year in which we receive that contribution to be 2 ..........7.00% "contract year 1") 3 ..........6.00% 4 ..........6.00% 5 ..........5.00% 6 ..........3.00% 7 ..........1.00% 8+ .........0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, the charge, if applicable, is $30 for each contract year. (4) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (5) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (6) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (10) for any expense limitation agreement information. (7) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (8) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (10) for any expense limitation agreement information. (9) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. 16 Fee table (10) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------- Portfolio Name - -------------------------------------------------- Multimanager Aggressive Equity 1.03% Multimanager Health Care 1.63% Multimanager International Equity 1.52% Multimanager Large Cap Core Equity 1.33% Multimanager Large Cap Growth 1.33% Multimanager Large Cap Value 1.31% Multimanager Mid Cap Growth 1.52% Multimanager Mid Cap Value 1.58% Multimanager Technology 1.64% EQ/AllianceBernstein Common Stock 0.83% EQ/AllianceBernstein Growth and Income 0.92% EQ/AllianceBernstein Large Cap Growth 1.03% EQ/AllianceBernstein Small Cap Growth 1.11% EQ/AllianceBernstein Value 0.94% EQ/Ariel Appreciation II 1.01% EQ/BlackRock Basic Value Equity 0.93% EQ/Capital Guardian Growth 0.94% EQ/Capital Guardian Research 0.94% EQ/Capital Guardian U.S. Equity 0.94% EQ/Davis New York Venture 1.27% EQ/Evergreen Omega 1.05% EQ/FI Mid Cap 0.97% EQ/FI Mid Cap Value 1.09% EQ/GAMCO Mergers and Acquisitions 1.37% EQ/GAMCO Small Company Value 1.16% EQ/Janus Large Cap Growth 1.14% EQ/Legg Mason Value Equity 0.97% EQ/Lord Abbett Growth and Income 0.99% EQ/Lord Abbett Large Cap Core 0.99% EQ/Marsico Focus 1.14% EQ/MFS Emerging Growth Companies 1.03% EQ/MFS Investors Trust 0.94% EQ/Montag & Caldwell Growth 1.13% EQ/Mutual Shares 1.30% EQ/Small Cap Value 1.02% EQ/UBS Growth and Income 1.03% EQ/Van Kampen Comstock 0.99% EQ/Van Kampen Emerging Markets Equity 1.75% EQ/Van Kampen Mid Cap Growth 1.01% EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum Fee table 17 income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of 0.012% of contract value. The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 18 Fee table - ------------------------------------------------------------------------------------------------------ If you surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 1,158.00 $ 2,003.00 $ 2,887.00 $ 5,034.00 AXA Conservative Allocation $ 1,137.00 $ 1,942.00 $ 2,788.00 $ 4,852.00 AXA Conservative-Plus Allocation $ 1,138.00 $ 1,945.00 $ 2,793.00 $ 4,861.00 AXA Moderate Allocation $ 1,154.00 $ 1,978.00 $ 2,825.00 $ 4,907.00 AXA Moderate-Plus Allocation $ 1,151.00 $ 1,982.00 $ 2,853.00 $ 4,971.00 Multimanager Aggressive Equity* $ 1,117.00 $ 1,883.00 $ 2,693.00 $ 4,677.00 Multimanager Core Bond* $ 1,114.00 $ 1,874.00 $ 2,678.00 $ 4,648.00 Multimanager Health Care* $ 1,184.00 $ 2,076.00 $ 3,005.00 $ 5,246.00 Multimanager High Yield* $ 1,113.00 $ 1,871.00 $ 2,673.00 $ 4,639.00 Multimanager International Equity* $ 1,168.00 $ 2,031.00 $ 2,932.00 $ 5,114.00 Multimanager Large Cap Core Equity* $ 1,149.00 $ 1,976.00 $ 2,843.00 $ 4,952.00 Multimanager Large Cap Growth* $ 1,151.00 $ 1,982.00 $ 2,853.00 $ 4,971.00 Multimanager Large Cap Value* $ 1,149.00 $ 1,976.00 $ 2,843.00 $ 4,952.00 Multimanager Mid Cap Growth* $ 1,171.00 $ 2,040.00 $ 2,946.00 $ 5,140.00 Multimanager Mid Cap Value* $ 1,174.00 $ 2,049.00 $ 2,961.00 $ 5,167.00 Multimanager Technology* $ 1,184.00 $ 2,076.00 $ 3,005.00 $ 5,246.00 - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 1,096.00 $ 1,822.00 $ 2,592.00 $ 4,488.00 EQ/AllianceBernstein Growth and Income++ $ 1,105.00 $ 1,846.00 $ 2,633.00 $ 4,564.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,101.00 $ 1,834.00 $ 2,613.00 $ 4,526.00 EQ/AllianceBernstein International $ 1,129.00 $ 1,917.00 $ 2,748.00 $ 4,779.00 EQ/AllianceBernstein Large Cap Growth $ 1,139.00 $ 1,948.00 $ 2,798.00 $ 4,871.00 EQ/AllianceBernstein Quality Bond $ 1,101.00 $ 1,834.00 $ 2,613.00 $ 4,526.00 EQ/AllianceBernstein Small Cap Growth $ 1,125.00 $ 1,905.00 $ 2,728.00 $ 4,742.00 EQ/AllianceBernstein Value $ 1,110.00 $ 1,862.00 $ 2,658.00 $ 4,611.00 EQ/Ariel Appreciation II $ 1,166.00 $ 2,025.00 $ 2,922.00 $ 5,096.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,332.00 $ 2,499.00 $ 3,673.00 $ 6,389.00 EQ/BlackRock Basic Value Equity* $ 1,106.00 $ 1,850.00 $ 2,638.00 $ 4,573.00 EQ/BlackRock International Value* $ 1,142.00 $ 1,954.00 $ 2,808.00 $ 4,889.00 EQ/Boston Advisors Equity Income $ 1,128.00 $ 1,914.00 $ 2,743.00 $ 4,769.00 EQ/Calvert Socially Responsible $ 1,128.00 $ 1,914.00 $ 2,743.00 $ 4,769.00 EQ/Capital Guardian Growth $ 1,118.00 $ 1,887.00 $ 2,698.00 $ 4,686.00 EQ/Capital Guardian International+ $ 1,143.00 $ 1,957.00 $ 2,813.00 $ 4,898.00 EQ/Capital Guardian Research $ 1,115.00 $ 1,877.00 $ 2,683.00 $ 4,658.00 EQ/Capital Guardian U.S. Equity++ $ 1,115.00 $ 1,877.00 $ 2,683.00 $ 4,658.00 EQ/Caywood-Scholl High Yield Bond $ 1,115.00 $ 1,877.00 $ 2,683.00 $ 4,658.00 EQ/Davis New York Venture $ 1,200.00 $ 2,125.00 $ 3,083.00 $ 5,385.00 EQ/Equity 500 Index $ 1,073.00 $ 1,753.00 $ 2,480.00 $ 4,275.00 EQ/Evergreen International Bond $ 1,131.00 $ 1,924.00 $ 2,758.00 $ 4,797.00 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ If you annuitize at the end of the If you do not surrender applicable time period and select a non-life your contract at the contingent period certain annuity option end of the with less than five years applicable time period - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years 1 year 3 years - ------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation N/A $ 2,003.00 $ 2,887.00 $ 5,034.00 $ 458.00 $ 1,403.00 AXA Conservative Allocation N/A $ 1,942.00 $ 2,788.00 $ 4,852.00 $ 437.00 $ 1,342.00 AXA Conservative-Plus Allocation N/A $ 1,945.00 $ 2,793.00 $ 4,861.00 $ 438.00 $ 1,345.00 AXA Moderate Allocation N/A $ 1,978.00 $ 2,825.00 $ 4,907.00 $ 454.00 $ 1,378.00 AXA Moderate-Plus Allocation N/A $ 1,982.00 $ 2,853.00 $ 4,971.00 $ 451.00 $ 1,382.00 Multimanager Aggressive Equity* N/A $ 1,883.00 $ 2,693.00 $ 4,677.00 $ 417.00 $ 1,283.00 Multimanager Core Bond* N/A $ 1,874.00 $ 2,678.00 $ 4,648.00 $ 414.00 $ 1,274.00 Multimanager Health Care* N/A $ 2,076.00 $ 3,005.00 $ 5,246.00 $ 484.00 $ 1,476.00 Multimanager High Yield* N/A $ 1,871.00 $ 2,673.00 $ 4,639.00 $ 413.00 $ 1,271.00 Multimanager International Equity* N/A $ 2,031.00 $ 2,932.00 $ 5,114.00 $ 468.00 $ 1,431.00 Multimanager Large Cap Core Equity* N/A $ 1,976.00 $ 2,843.00 $ 4,952.00 $ 449.00 $ 1,376.00 Multimanager Large Cap Growth* N/A $ 1,982.00 $ 2,853.00 $ 4,971.00 $ 451.00 $ 1,382.00 Multimanager Large Cap Value* N/A $ 1,976.00 $ 2,843.00 $ 4,952.00 $ 449.00 $ 1,376.00 Multimanager Mid Cap Growth* N/A $ 2,040.00 $ 2,946.00 $ 5,140.00 $ 471.00 $ 1,440.00 Multimanager Mid Cap Value* N/A $ 2,049.00 $ 2,961.00 $ 5,167.00 $ 474.00 $ 1,449.00 Multimanager Technology* N/A $ 2,076.00 $ 3,005.00 $ 5,246.00 $ 484.00 $ 1,476.00 - ------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock N/A $ 1,822.00 $ 2,592.00 $ 4,488.00 $ 396.00 $ 1,222.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,846.00 $ 2,633.00 $ 4,564.00 $ 405.00 $ 1,246.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,834.00 $ 2,613.00 $ 4,526.00 $ 401.00 $ 1,234.00 EQ/AllianceBernstein International N/A $ 1,917.00 $ 2,748.00 $ 4,779.00 $ 429.00 $ 1,317.00 EQ/AllianceBernstein Large Cap Growth N/A $ 1,948.00 $ 2,798.00 $ 4,871.00 $ 439.00 $ 1,348.00 EQ/AllianceBernstein Quality Bond N/A $ 1,834.00 $ 2,613.00 $ 4,526.00 $ 401.00 $ 1,234.00 EQ/AllianceBernstein Small Cap Growth N/A $ 1,905.00 $ 2,728.00 $ 4,742.00 $ 425.00 $ 1,305.00 EQ/AllianceBernstein Value N/A $ 1,862.00 $ 2,658.00 $ 4,611.00 $ 410.00 $ 1,262.00 EQ/Ariel Appreciation II N/A $ 2,025.00 $ 2,922.00 $ 5,096.00 $ 466.00 $ 1,425.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,499.00 $ 3,673.00 $ 6,389.00 $ 632.00 $ 1,899.00 EQ/BlackRock Basic Value Equity* N/A $ 1,850.00 $ 2,638.00 $ 4,573.00 $ 406.00 $ 1,250.00 EQ/BlackRock International Value* N/A $ 1,954.00 $ 2,808.00 $ 4,889.00 $ 442.00 $ 1,354.00 EQ/Boston Advisors Equity Income N/A $ 1,914.00 $ 2,743.00 $ 4,769.00 $ 428.00 $ 1,314.00 EQ/Calvert Socially Responsible N/A $ 1,914.00 $ 2,743.00 $ 4,769.00 $ 428.00 $ 1,314.00 EQ/Capital Guardian Growth N/A $ 1,887.00 $ 2,698.00 $ 4,686.00 $ 418.00 $ 1,287.00 EQ/Capital Guardian International+ N/A $ 1,957.00 $ 2,813.00 $ 4,898.00 $ 443.00 $ 1,357.00 EQ/Capital Guardian Research N/A $ 1,877.00 $ 2,683.00 $ 4,658.00 $ 415.00 $ 1,277.00 EQ/Capital Guardian U.S. Equity++ N/A $ 1,877.00 $ 2,683.00 $ 4,658.00 $ 415.00 $ 1,277.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,877.00 $ 2,683.00 $ 4,658.00 $ 415.00 $ 1,277.00 EQ/Davis New York Venture N/A $ 2,125.00 $ 3,083.00 $ 5,385.00 $ 500.00 $ 1,525.00 EQ/Equity 500 Index N/A $ 1,753.00 $ 2,480.00 $ 4,275.00 $ 373.00 $ 1,153.00 EQ/Evergreen International Bond N/A $ 1,924.00 $ 2,758.00 $ 4,797.00 $ 431.00 $ 1,324.00 - ------------------------------------------------------------------------------------------------------------------------------ Fee table 19 - ------------------------------------------------------------------------ If you do not surrender your contract at end of the applicable time period - ------------------------------------------------------------------------ Portfolio Name 5 years 10 years AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------ AXA Aggressive Allocation $ 2,387.00 $ 5,034.00 AXA Conservative Allocation $ 2,288.00 $ 4,852.00 AXA Conservative-Plus Allocation $ 2,293.00 $ 4,861.00 AXA Moderate Allocation $ 2,325.00 $ 4,907.00 AXA Moderate-Plus Allocation $ 2,353.00 $ 4,971.00 Multimanager Aggressive Equity* $ 2,193.00 $ 4,677.00 Multimanager Core Bond* $ 2,178.00 $ 4,648.00 Multimanager Health Care* $ 2,505.00 $ 5,246.00 Multimanager High Yield* $ 2,173.00 $ 4,639.00 Multimanager International Equity* $ 2,432.00 $ 5,114.00 Multimanager Large Cap Core Equity* $ 2,343.00 $ 4,952.00 Multimanager Large Cap Growth* $ 2,353.00 $ 4,971.00 Multimanager Large Cap Value* $ 2,343.00 $ 4,952.00 Multimanager Mid Cap Growth* $ 2,446.00 $ 5,140.00 Multimanager Mid Cap Value* $ 2,461.00 $ 5,167.00 Multimanager Technology* $ 2,505.00 $ 5,246.00 - ------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 2,092.00 $ 4,488.00 EQ/AllianceBernstein Growth and Income++ $ 2,133.00 $ 4,564.00 EQ/AllianceBernstein Intermediate Government Securities $ 2,113.00 $ 4,526.00 EQ/AllianceBernstein International $ 2,248.00 $ 4,779.00 EQ/AllianceBernstein Large Cap Growth $ 2,298.00 $ 4,871.00 EQ/AllianceBernstein Quality Bond $ 2,113.00 $ 4,526.00 EQ/AllianceBernstein Small Cap Growth $ 2,228.00 $ 4,742.00 EQ/AllianceBernstein Value $ 2,158.00 $ 4,611.00 EQ/Ariel Appreciation II $ 2,422.00 $ 5,096.00 EQ/AXA Rosenberg Value Long/Short Equity $ 3,173.00 $ 6,389.00 EQ/BlackRock Basic Value Equity* $ 2,138.00 $ 4,573.00 EQ/BlackRock International Value* $ 2,308.00 $ 4,889.00 EQ/Boston Advisors Equity Income $ 2,243.00 $ 4,769.00 EQ/Calvert Socially Responsible $ 2,243.00 $ 4,769.00 EQ/Capital Guardian Growth $ 2,198.00 $ 4,686.00 EQ/Capital Guardian International+ $ 2,313.00 $ 4,898.00 EQ/Capital Guardian Research $ 2,183.00 $ 4,658.00 EQ/Capital Guardian U.S. Equity++ $ 2,183.00 $ 4,658.00 EQ/Caywood-Scholl High Yield Bond $ 2,183.00 $ 4,658.00 EQ/Davis New York Venture $ 2,583.00 $ 5,385.00 EQ/Equity 500 Index $ 1,980.00 $ 4,275.00 EQ/Evergreen International Bond $ 2,258.00 $ 4,797.00 - ------------------------------------------------------------------------ - --------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - --------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------- EQ/Evergreen Omega $ 1,124.00 $ 1,902.00 $ 2,723.00 $ 4,732.00 EQ/FI Mid Cap $ 1,121.00 $ 1,893.00 $ 2,708.00 $ 4,705.00 EQ/FI Mid Cap Value+ $ 1,124.00 $ 1,902.00 $ 2,723.00 $ 4,732.00 EQ/Franklin Income $ 1,168.00 $ 2,031.00 $ 2,932.00 $ 5,114.00 EQ/Franklin Small Cap Value $ 1,338.00 $ 2,517.00 $ 3,700.00 $ 6,434.00 EQ/Franklin Templeton Founding Strategy** $ 1,173.00 $ 2,046.00 $ 2,956.00 $ 5,158.00 EQ/GAMCO Mergers and Acquisitions $ 1,163.00 $ 2,016.00 $ 2,907.00 $ 5,069.00 EQ/GAMCO Small Company Value $ 1,130.00 $ 1,920.00 $ 2,753.00 $ 4,788.00 EQ/International Growth $ 1,159.00 $ 2,006.00 $ 2,892.00 $ 5,042.00 EQ/Janus Large Cap Growth++ $ 1,144.00 $ 1,960.00 $ 2,818.00 $ 4,907.00 EQ/JPMorgan Core Bond $ 1,095.00 $ 1,819.00 $ 2,587.00 $ 4,478.00 EQ/JPMorgan Value Opportunities $ 1,113.00 $ 1,871.00 $ 2,673.00 $ 4,639.00 EQ/Legg Mason Value Equity $ 1,125.00 $ 1,905.00 $ 2,728.00 $ 4,742.00 EQ/Long Term Bond $ 1,094.00 $ 1,815.00 $ 2,582.00 $ 4,469.00 EQ/Lord Abbett Growth and Income $ 1,129.00 $ 1,917.00 $ 2,748.00 $ 4,779.00 EQ/Lord Abbett Large Cap Core $ 1,145.00 $ 1,963.00 $ 2,823.00 $ 4,916.00 EQ/Lord Abbett Mid Cap Value $ 1,126.00 $ 1,908.00 $ 2,733.00 $ 4,751.00 EQ/Marsico Focus $ 1,136.00 $ 1,939.00 $ 2,783.00 $ 4,843.00 EQ/MFS Emerging Growth Companies+ $ 1,117.00 $ 1,883.00 $ 2,693.00 $ 4,677.00 EQ/MFS Investors Trust+ $ 1,113.00 $ 1,871.00 $ 2,673.00 $ 4,639.00 EQ/Money Market $ 1,083.00 $ 1,781.00 $ 2,526.00 $ 4,363.00 EQ/Montag & Caldwell Growth $ 1,129.00 $ 1,917.00 $ 2,748.00 $ 4,779.00 EQ/Mutual Shares $ 1,180.00 $ 2,067.00 $ 2,991.00 $ 5,220.00 EQ/Oppenheimer Global $ 1,271.00 $ 2,327.00 $ 3,403.00 $ 5,940.00 EQ/Oppenheimer Main Street Opportunity $ 1,289.00 $ 2,377.00 $ 3,483.00 $ 6,074.00 EQ/Oppenheimer Main Street Small Cap $ 1,283.00 $ 2,363.00 $ 3,460.00 $ 6,035.00 EQ/PIMCO Real Return $ 1,110.00 $ 1,862.00 $ 2,658.00 $ 4,611.00 EQ/Short Duration Bond $ 1,093.00 $ 1,812.00 $ 2,577.00 $ 4,459.00 EQ/Small Cap Value+ $ 1,126.00 $ 1,908.00 $ 2,733.00 $ 4,751.00 EQ/Small Company Growth+ $ 1,156.00 $ 1,997.00 $ 2,878.00 $ 5,016.00 EQ/Small Company Index $ 1,078.00 $ 1,766.00 $ 2,501.00 $ 4,314.00 EQ/TCW Equity++ $ 1,134.00 $ 1,933.00 $ 2,773.00 $ 4,825.00 EQ/Templeton Growth $ 1,200.00 $ 2,125.00 $ 3,083.00 $ 5,385.00 EQ/UBS Growth and Income $ 1,130.00 $ 1,920.00 $ 2,753.00 $ 4,788.00 EQ/Van Kampen Comstock $ 1,122.00 $ 1,896.00 $ 2,713.00 $ 4,714.00 EQ/Van Kampen Emerging Markets Equity $ 1,193.00 $ 2,104.00 $ 3,049.00 $ 5,324.00 EQ/Van Kampen Mid Cap Growth $ 1,131.00 $ 1,924.00 $ 2,758.00 $ 4,797.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,166.00 $ 2,025.00 $ 2,922.00 $ 5,096.00 - --------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - --------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,150.00 $ 1,979.00 $ 2,848.00 $ 4,962.00 - --------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life If you do not surrender contingent period certain annuity option with your contract at the end of less than five years the applicable time period - ---------------------------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years 1 year 3 years - ---------------------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega N/A $ 1,902.00 $ 2,723.00 $ 4,732.00 $ 424.00 $ 1,302.00 EQ/FI Mid Cap N/A $ 1,893.00 $ 2,708.00 $ 4,705.00 $ 421.00 $ 1,293.00 EQ/FI Mid Cap Value+ N/A $ 1,902.00 $ 2,723.00 $ 4,732.00 $ 424.00 $ 1,302.00 EQ/Franklin Income N/A $ 2,031.00 $ 2,932.00 $ 5,114.00 $ 468.00 $ 1,431.00 EQ/Franklin Small Cap Value N/A $ 2,517.00 $ 3,700.00 $ 6,434.00 $ 638.00 $ 1,917.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,046.00 $ 2,956.00 $ 5,158.00 $ 473.00 $ 1,446.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,016.00 $ 2,907.00 $ 5,069.00 $ 463.00 $ 1,416.00 EQ/GAMCO Small Company Value N/A $ 1,920.00 $ 2,753.00 $ 4,788.00 $ 430.00 $ 1,320.00 EQ/International Growth N/A $ 2,006.00 $ 2,892.00 $ 5,042.00 $ 459.00 $ 1,406.00 EQ/Janus Large Cap Growth++ N/A $ 1,960.00 $ 2,818.00 $ 4,907.00 $ 444.00 $ 1,360.00 EQ/JPMorgan Core Bond N/A $ 1,819.00 $ 2,587.00 $ 4,478.00 $ 395.00 $ 1,219.00 EQ/JPMorgan Value Opportunities N/A $ 1,871.00 $ 2,673.00 $ 4,639.00 $ 413.00 $ 1,271.00 EQ/Legg Mason Value Equity N/A $ 1,905.00 $ 2,728.00 $ 4,742.00 $ 425.00 $ 1,305.00 EQ/Long Term Bond N/A $ 1,815.00 $ 2,582.00 $ 4,469.00 $ 394.00 $ 1,215.00 EQ/Lord Abbett Growth and Income N/A $ 1,917.00 $ 2,748.00 $ 4,779.00 $ 429.00 $ 1,317.00 EQ/Lord Abbett Large Cap Core N/A $ 1,963.00 $ 2,823.00 $ 4,916.00 $ 445.00 $ 1,363.00 EQ/Lord Abbett Mid Cap Value N/A $ 1,908.00 $ 2,733.00 $ 4,751.00 $ 426.00 $ 1,308.00 EQ/Marsico Focus N/A $ 1,939.00 $ 2,783.00 $ 4,843.00 $ 436.00 $ 1,339.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,883.00 $ 2,693.00 $ 4,677.00 $ 417.00 $ 1,283.00 EQ/MFS Investors Trust+ N/A $ 1,871.00 $ 2,673.00 $ 4,639.00 $ 413.00 $ 1,271.00 EQ/Money Market N/A $ 1,781.00 $ 2,526.00 $ 4,363.00 $ 383.00 $ 1,181.00 EQ/Montag & Caldwell Growth N/A $ 1,917.00 $ 2,748.00 $ 4,779.00 $ 429.00 $ 1,317.00 EQ/Mutual Shares N/A $ 2,067.00 $ 2,991.00 $ 5,220.00 $ 480.00 $ 1,467.00 EQ/Oppenheimer Global N/A $ 2,327.00 $ 3,403.00 $ 5,940.00 $ 571.00 $ 1,727.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,377.00 $ 3,483.00 $ 6,074.00 $ 589.00 $ 1,777.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,363.00 $ 3,460.00 $ 6,035.00 $ 583.00 $ 1,763.00 EQ/PIMCO Real Return N/A $ 1,862.00 $ 2,658.00 $ 4,611.00 $ 410.00 $ 1,262.00 EQ/Short Duration Bond N/A $ 1,812.00 $ 2,577.00 $ 4,459.00 $ 393.00 $ 1,212.00 EQ/Small Cap Value+ N/A $ 1,908.00 $ 2,733.00 $ 4,751.00 $ 426.00 $ 1,308.00 EQ/Small Company Growth+ N/A $ 1,997.00 $ 2,878.00 $ 5,016.00 $ 456.00 $ 1,397.00 EQ/Small Company Index N/A $ 1,766.00 $ 2,501.00 $ 4,314.00 $ 378.00 $ 1,166.00 EQ/TCW Equity++ N/A $ 1,933.00 $ 2,773.00 $ 4,825.00 $ 434.00 $ 1,333.00 EQ/Templeton Growth N/A $ 2,125.00 $ 3,083.00 $ 5,385.00 $ 500.00 $ 1,525.00 EQ/UBS Growth and Income N/A $ 1,920.00 $ 2,753.00 $ 4,788.00 $ 430.00 $ 1,320.00 EQ/Van Kampen Comstock N/A $ 1,896.00 $ 2,713.00 $ 4,714.00 $ 422.00 $ 1,296.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,104.00 $ 3,049.00 $ 5,324.00 $ 493.00 $ 1,504.00 EQ/Van Kampen Mid Cap Growth N/A $ 1,924.00 $ 2,758.00 $ 4,797.00 $ 431.00 $ 1,324.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,025.00 $ 2,922.00 $ 5,096.00 $ 466.00 $ 1,425.00 - ---------------------------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ---------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ N/A $ 1,979.00 $ 2,848.00 $ 4,962.00 $ 450.00 $ 1,379.00 - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ---------------------------------------------------------------------- Portfolio Name 5 years 10 years EQ ADVISORS TRUST: - ---------------------------------------------------------------------- EQ/Evergreen Omega $ 2,223.00 $ 4,732.00 EQ/FI Mid Cap $ 2,208.00 $ 4,705.00 EQ/FI Mid Cap Value+ $ 2,223.00 $ 4,732.00 EQ/Franklin Income $ 2,432.00 $ 5,114.00 EQ/Franklin Small Cap Value $ 3,200.00 $ 6,434.00 EQ/Franklin Templeton Founding Strategy** $ 2,456.00 $ 5,158.00 EQ/GAMCO Mergers and Acquisitions $ 2,407.00 $ 5,069.00 EQ/GAMCO Small Company Value $ 2,253.00 $ 4,788.00 EQ/International Growth $ 2,392.00 $ 5,042.00 EQ/Janus Large Cap Growth++ $ 2,318.00 $ 4,907.00 EQ/JPMorgan Core Bond $ 2,087.00 $ 4,478.00 EQ/JPMorgan Value Opportunities $ 2,173.00 $ 4,639.00 EQ/Legg Mason Value Equity $ 2,228.00 $ 4,742.00 EQ/Long Term Bond $ 2,082.00 $ 4,469.00 EQ/Lord Abbett Growth and Income $ 2,248.00 $ 4,779.00 EQ/Lord Abbett Large Cap Core $ 2,323.00 $ 4,916.00 EQ/Lord Abbett Mid Cap Value $ 2,233.00 $ 4,751.00 EQ/Marsico Focus $ 2,283.00 $ 4,843.00 EQ/MFS Emerging Growth Companies+ $ 2,193.00 $ 4,677.00 EQ/MFS Investors Trust+ $ 2,173.00 $ 4,639.00 EQ/Money Market $ 2,026.00 $ 4,363.00 EQ/Montag & Caldwell Growth $ 2,248.00 $ 4,779.00 EQ/Mutual Shares $ 2,491.00 $ 5,220.00 EQ/Oppenheimer Global $ 2,903.00 $ 5,940.00 EQ/Oppenheimer Main Street Opportunity $ 2,983.00 $ 6,074.00 EQ/Oppenheimer Main Street Small Cap $ 2,960.00 $ 6,035.00 EQ/PIMCO Real Return $ 2,158.00 $ 4,611.00 EQ/Short Duration Bond $ 2,077.00 $ 4,459.00 EQ/Small Cap Value+ $ 2,233.00 $ 4,751.00 EQ/Small Company Growth+ $ 2,378.00 $ 5,016.00 EQ/Small Company Index $ 2,001.00 $ 4,314.00 EQ/TCW Equity++ $ 2,273.00 $ 4,825.00 EQ/Templeton Growth $ 2,583.00 $ 5,385.00 EQ/UBS Growth and Income $ 2,253.00 $ 4,788.00 EQ/Van Kampen Comstock $ 2,213.00 $ 4,714.00 EQ/Van Kampen Emerging Markets Equity $ 2,549.00 $ 5,324.00 EQ/Van Kampen Mid Cap Growth $ 2,258.00 $ 4,797.00 EQ/Wells Fargo Montgomery Small Cap++ $ 2,422.00 $ 5,096.00 - ---------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ---------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 2,348.00 $ 4,962.00 - ---------------------------------------------------------------------- 20 Fee table * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. Fee table 21 CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. 22 Fee table 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum contribution amount for each type of owner and contract purchased. The following table summarizes our rules regarding contributions to your contract. Both the owner and annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are ages 81 and older at contract issue unless you elect GWBL). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- THE "OWNER" IS THE PERSON WHO IS THE NAMED OWNER IN THE CONTRACT AND, IF AN INDIVIDUAL, IS THE MEASURING LIFE FOR DETERMINING, CONTRACT BENEFITS. THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING THE CONTRACT'S MATURITY DATE. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER. WHERE THE OWNER OF A CONTRACT IS NON-NATURAL, THE ANNUITANT IS THE MEASURING LIFE FOR DETERMINING CONTRACT BENEFITS. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- NQ 0 through 85 o $5,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our auto- matic investment program (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- NQ o After-tax money. o No additional contributions may be made after attain- o Paid to us by check or ment of age 86, or if later, transfer of contract value in the first contract date anni- a tax-deferred exchange versary.* under Section 1035 of the Internal Revenue Code. - -------------------------------------------------------------------------------- Contract features and benefits 23 - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $5,000 (initial) o $50 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distribu- o No additional contributions tions from TSA contracts or may be made after attain- other 403(b) arrangements, ment of age 86, or, if qualified plans, and govern- later, the first contract mental employer 457(b) date anniversary.* plans. o Contributions after age 70- o Rollovers from another 1/2 must be net of required traditional individual retire- minimum distributions. ment arrangement. o Although we accept regular o Direct custodian-to- IRA contributions (limited custodian transfers from to $4,000 for 2007 and another traditional indi- $5,000 for 2008) under vidual retirement rollover IRA contracts, we arrangement. intend that this contract be used primarily for rollover o Regular IRA contributions. and direct transfer contributions. o Additional "catch-up" contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - -------------------------------------------------------------------------------- 24 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $5,000 (initial) IRA o $50 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Roth Conversion o Rollovers from another o No additional contributions IRA Roth IRA. may be made after attain- ment of age 86, or, if later, o Rollovers from a "desig- the first contract date nated Roth contribution anniversary.* account" under a 401(k) plan or 403(b) arrange- o Conversion rollovers after ment. age 70-1/2 must be net of required minimum distribu- o Conversion rollovers from a tions for the traditional traditional IRA. IRA you are rolling over. o Direct transfers from o You cannot roll over funds another Roth IRA. from a traditional IRA if your adjusted gross income o Regular Roth IRA contribu- is $100,000 or more. tions. o Although we accept regular o Additional catch-up Roth IRA contributions (lim- contributions. ited to $4,000 for 2007 and $5,000 for 2008) under Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contribu- tions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $5,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax o No additional contributions funds from may be made after attain- another contract or arrange- ment of age 86, or, if ment under Section 403(b), later, the first contract of the Internal Revenue Code, date anniversary.* complying with IRS Revenue Ruling 90-24. o Rollover or direct transfer contributions after age 70- o Eligible rollover distribu- 1/2 must be net of any tions of pre-tax funds from required minimum other 403(b) plans. Subse- distributions. quent contributions may also be rollovers from o We do not accept employer- quali- fied plans, remitted contributions. governmental employer 457(b) plans and traditional IRAs. Contract features and benefits 25 - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- QP 20 through 75 o $5,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- QP o Only transfer contributions o A separate QP contract must from other investments be established for each plan within an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contribu- o The plan must be qualified tions or contributions under Section 401(a) of the directly from the employer. Internal Revenue Code. o Only one additional transfer o For 401(k) plans, trans- contribution may be made ferred contributions may during a contract year. not include any after-tax contributions including o No additional transfer con- designated Roth contribu- tributions after partici- tions. pant's attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70- 1/2 must be net of any required minimum distribu- tions. o We do not accept contribu- tions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - -------------------------------------------------------------------------------- 26 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Flexible Premium 20 through 70 o $4,000 (initial) IRA o $50 (additional) o $50 monthly or quarterly under our automatic invest- ment program (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Flexible Premium o Regular traditional IRA o No regular IRA contribu- IRA contributions. tions in the calendar year you turn age 70-1/2 and thereafter. o Additional catch-up contributions. o Rollover and direct transfer contributions may be made up to attainment o Eligible rollover distribu- of age 86.* tions from TSA contracts or other 403(b) arrangements, o Regular contributions may qualified plans, and govern- not exceed $4,000 for 2007 mental employer 457(b) and $5,000 for 2008. plans. o Rollovers from another o Rollover and direct trans- traditional individual retire- fer contributions after ment arrangement. age 70-1/2 must be net of required minimum distribu- o Direct custodian- tions. to-custodian transfers from another traditional indi- o Although we accept vidual retirement arrangement. rollover and direct trans- fer contributions under the Flexible Premium IRA contract, we intend that this contract be used for ongoing regular contribu- tions. o Additional catch-up con- tributions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calen- dar year for which the contribution is made. Contract features and benefits 27 - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Flexible Premium 20 through 85 o $4,000 (initial) Roth IRA o $50 (additional) o $50 monthly or quarterly under our automatic invest- ment program (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Flexible Premium o Regular after-tax contribu- o No additional contributions Roth IRA tions. may be made after the attainment of age 86, or, o Additional catch-up contri- if later, the first con- butions. tract date anniversary.* o Rollovers from another o Regular Roth IRA contribu- Roth IRA. tions may not exceed $4,000 for 2007 and $5,000 for o Rollovers from a "desig- 2008. nated Roth contribution account" under a 401(k) o Contributions are subject plan or 403(b) arrange- toincome limits and other ment. tax rules. o Conversion rollovers from a o Although we accept rollover traditional IRA. and direct transfer contri- butions under the Flexible Premium Roth IRA contract, o Direct transfers from we intend that this con- another Roth IRA. tract be used for ongoing regular Roth IRA contribu tions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calen- dar year for which the contribution is made. - -------------------------------------------------------------------------------- 28 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Inherited IRA 0-70 o $5,000 (initial) Beneficiary o $1,000 (additional) Continuation Contract (tradi- tional IRA or Roth IRA) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Inherited IRA o Direct custodian-to- o Any additional contributions Beneficiary custodian transfers of must be from the same type Continuation your interest as a death of IRA of the same deceased Contract (tradi- beneficiary of the owner. tional IRA or deceased owner's Roth IRA) traditional individual o Non-spousal beneficiary retirement arrangement direct rollover contributions or Roth IRA to an IRA from qualified plans, 403(b) of the same type. arrangements and govern- mental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. - -------------------------------------------------------------------------------- + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. Contract features and benefits 29 OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or the Guaranteed withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should strongly consider "split-funding": that is, the trust holds investments in addition to this Accumulator(R) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB, GWBL and/or the enhanced death benefit base and/or greater than the Guaranteed annual withdrawal amount under GWBL. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis, and the contract is owned by a non-natural owner. Under QP contracts, all benefits are based on the age of the annuitant. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- THE "CONTRACT DATE" IS THE EFFECTIVE DATE OF A CONTRACT. THIS USUALLY IS THE BUSINESS DAY WE RECEIVE THE PROPERLY COMPLETED AND SIGNED APPLICATION, ALONG WITH ANY OTHER REQUIRED DOCUMENTS, AND YOUR INITIAL CONTRIBUTION. YOUR CONTRACT DATE WILL BE SHOWN IN YOUR CONTRACT. THE 12-MONTH PERIOD BEGINNING ON YOUR CONTRACT DATE AND EACH 12-MONTH PERIOD AFTER THAT DATE IS A "CONTRACT YEAR." THE END OF EACH 12-MONTH PERIOD IS YOUR "CONTRACT DATE ANNIVERSARY." FOR EXAMPLE, IF YOUR CONTRACT DATE IS MAY 1, YOUR CONTRACT DATE ANNIVERSARY IS APRIL 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- OUR "BUSINESS DAY" IS GENERALLY ANY DAY THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING AND GENERALLY ENDS AT 4:00 P.M. EASTERN TIME. A BUSINESS DAY DOES NOT INCLUDE A DAY WE CHOOSE NOT TO OPEN DUE TO EMERGENCY CONDITIONS. WE MAY ALSO CLOSE EARLY DUE TO EMERGENCY CONDITIONS. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfo- 30 Contract features and benefits lios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. Contract features and benefits 31 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER To seek a balance of a high current income and o BlackRock Financial Management, Inc. CORE BOND(2) capital appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER High total return through a o Pacific Investment Management Company HIGH YIELD(4) combination of current income and capital LLC appreciation. o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 32 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. COMMON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN Seeks to achieve high current income consistent o AllianceBernstein L.P. INTERMEDIATE GOVERNMENT with relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. INTERNATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent o AllianceBernstein L.P. BOND with moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN(SM) ALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and bear o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY markets using strategies that are designed to limit expo- sure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 33 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth o BlackRock Investment Management Interna- VALUE(13) of income, accompanied by growth of capital. tional Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve o Boston Advisors, LLC INCOME an above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consis- tent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company-- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily o AXA Equitable FOUNDING STRATEGY(**) seeks income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGECAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ 34 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return o JPMorgan Investment Management Inc. consistent with mod- erate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with o Lord, Abbett & Co. LLC CORE reasonable risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of o MFS Investment Management capital with a secondary objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current o The Dreyfus Corporation income, preserve its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally o Franklin Mutual Advisers, LLC be short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent o Pacific Investment Management Company, with preservation of real capital and prudent LLC investment management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of o BlackRock Financial Management, Inc. principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 35 - --------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - --------------------------------------------------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - --------------------------------------------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Seeks to achieve total return o UBS Global Asset Management through capital appreciation with income as a (Americas) Inc. secondary consideration. - --------------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - --------------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - --------------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH GROWTH - --------------------------------------------------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - --------------------------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - --------------------------------------------------------------------------------------------------------------------------------- U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income o Van Kampen (is the name under which Morgan and long-term capital appreciation by investing Stanley Management Inc. does business in primarily in equity securities of companies certain situations) in the U.S. real estate industry, including real estate investment trusts. - --------------------------------------------------------------------------------------------------------------------------------- (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ---------------------------------------------- FN Portfolio Name until May 29, 2007 - ---------------------------------------------- (1) AXA Premier VIP Aggressive Equity - ---------------------------------------------- (2) AXA Premier VIP Core Bond - ---------------------------------------------- (3) AXA Premier VIP Health Care - ---------------------------------------------- (4) AXA Premier VIP High Yield - ---------------------------------------------- (5) AXA Premier VIP International Equity - ---------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - ---------------------------------------------- (7) AXA Premier VIP Large Cap Growth - ---------------------------------------------- (8) AXA Premier VIP Large Cap Value - ---------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - ---------------------------------------------- (10) AXA Premier VIP Mid Cap Value - ---------------------------------------------- (11) AXA Premier VIP Technology - ---------------------------------------------- (12) EQ/Mercury Basic Value Equity - ---------------------------------------------- (13) EQ/Mercury International Value - ---------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objective, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Portfolios contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 36 Contract features and benefits GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable Contract features and benefits 37 market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states-see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." You may have your account value transferred to any of the variable investment options available under your contract. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. We will transfer amounts from the 38 Contract features and benefits account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months, during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options (subject to restrictions in certain states. See Appendix VII later in this Prospectus.) You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, the option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day Contract features and benefits 39 of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program, you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in every state. See Appendix VII later in this Prospectus for more information on state availability. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to the benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond), and the account for special dollar cost averaging; the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in 40 Contract features and benefits this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VII later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. If after your death your spouse continues this contract, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II -- "Purchase considerations for QP Contracts," later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA or if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit is not available. If you are using this contract to fund a charitable remainder trust, you will Contract features and benefits 41 have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age, as follows: - ---------------------------------------- Level payments - ---------------------------------------- Period certain years Owner's --------------------- age at exercise IRAs NQ - ---------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - ---------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); 42 Contract features and benefits o Upon the contract date anniversary following the owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals, or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account under Rollover TSA contracts. - ---------------------------------------------------- Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life - ---------------------------------------------------- 10 $11,891 15 $18,597 - ---------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) QP contract into an Accumulator(R) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the Contract features and benefits 43 availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules; (vii) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age; and (viii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions, adjusted for withdrawals (and any associated withdrawal charges). The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 through 85 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death, adjusted for subsequent withdrawals (and associated withdrawal charges), whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFIT APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM ROTH IRA, AND ROLLOVER TSA CONTRACTS; 20 THROUGH 70 AT ISSUE OF FLEXIBLE PREMIUM IRA CONTRACTS; 0 THROUGH 70 AT ISSUE FOR INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability (see Appendix VII later in this Prospectus for state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automati- 44 Contract features and benefits cally terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be calculated based on the annuitant's age. For an example of how the Earnings enhancement death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guaranteed benefits described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no Contract features and benefits 45 longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. This benefit is not available under an Inherited IRA contract. Joint life QP and TSA contracts are not permitted. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed withdrawal benefit for life. See "Owner and annuitant requirements" earlier in this section. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or on the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - ------------------------------------- Age Applicable percentage - ------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - ------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. 46 Contract features and benefits The Guaranteed annual withdrawal amount is recalculated o to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your Income base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your Income base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if ratcheted, as described above in this section; Contract features and benefits 47 o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make; See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides a higher amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. 48 Contract features and benefits o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Principal guarantee benefit. See "Owner and annuitant requirements" earlier in this section. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Benefi- Contract features and benefits 49 ciary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, Spousal continuation, special dollar cost averaging program, automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue tak ing required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options, and (iv) any interest in 50 Contract features and benefits the account for special dollar cost averaging, through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii) or (iv) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or Flexible Premium IRA contract, whichever applies. Our processing office, or your financial professional, can provide you with the cancellation instructions. Contract features and benefits 51 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging; and (v) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges; (ii) any applicable withdrawal charges; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option less daily charges for: (i) mortality and expense risks; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. ---------------------------------- If you apply for this contract by electronic means, please see Appendix VII for additional information. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. 52 Determining your contract's value PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. Determining your contract's value 53 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. Some states may have additional transfer restrictions. Please see Appendix VII later in this Prospectus. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or, (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. 54 Transferring your money among investment options We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer out of the guaranteed interest option to initiate the rebalancing program will not be permit- Transferring your money among investment options 55 ted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. 56 Transferring your money among investment options 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Flexible Premium IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Flexible Premium Roth IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Inherited IRA Yes No No * - -------------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA*** Yes Yes No Yes - -------------------------------------------------------------------------------- * This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. ** All payments are made to the Trust as the owner of the contract. *** For some Rollover TSA contracts, your ability to take withdrawals, loans or surren der your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with the Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. Accessing your money 57 SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions.) You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA, Roth Conversion IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, Flexible Premium IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA, Flexible Premium IRA, and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, 58 Accessing your money when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawals may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during a contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the Accessing your money 59 Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life " in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the 60 Accessing your money loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners, while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable) if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. Accessing your money 61 - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain Period certain annuity (available for owners and annuitants age 83 or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contract that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life, and after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable income annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option , different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income ManagerSM prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of 62 Accessing your money your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options, no withdrawal charge is imposed under the Accumulator(R). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. Accessing your money 63 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.80% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option. The charge, together with the annual administrative charge described below, is to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.20% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account 64 Charges and expenses for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits, except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non-life contingent payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - -------------------------------------------------------------- Contract year - -------------------------------------------------------------- 1 2 3 4 5 6 7 8+ - -------------------------------------------------------------- Percentage of contribution 7% 7% 6% 6% 5% 3% 1% 0% - -------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. Please see Appendix VII later in this Prospectus for possible withdrawal charge schedule variations in your state. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% free withdrawal amount. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract) and (2) the 10% free withdrawal amount defined above. Certain withdrawals. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount. If your withdrawals exceed the amount described above, this waiver is not applicable to that withdrawal nor to any subsequent withdrawal for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawals during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. Disability, terminal illness, or confinement to nursing home. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been confined to a nursing home for more than 90 days (or such other period, Charges and expenses 65 as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: - its main function is to provide skilled, intermediate, or custodial nursing care; - it provides continuous room and board to three or more persons; - it is supervised by a registered nurse or licensed practical nurse; - it keeps daily medical records of each patient; - it controls and records all medications dispensed; and - its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If such amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaran- 66 Charges and expenses teed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge, or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. Charges and expenses 67 We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. 68 Charges and expenses 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint Life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint Payment of death benefit 69 owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. 70 Payment of death benefit o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum Payment of death benefit 71 distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. 72 Payment of death benefit 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator's(R) choice of death benefits, the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit, special dollar cost averaging, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. Tax information 73 TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual payments and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: 74 Tax information o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the "Withdrawal Option" selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2, a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically include mutual funds and/or individual stocks and securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 Tax information 75 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA or Roth IRA. The traditional IRAs we offer are the Rollover IRA and Flexible Premium IRA. The versions of the Roth IRA available are the Roth Conversion IRA and Flexible Premium Roth IRA. We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) IRA or Accumulator(R) Roth IRA with optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel with a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000 your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch-up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 701/2. "Catch-up" contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. 76 Tax information Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions". That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted ------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 "catch-up" contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are Tax information 77 making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan, such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a 78 Tax information tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year; or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Tax information 79 Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions Background on Regulations--Required Minimum Distributions. Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your Required Beginning Date, which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year -- the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death ben- 80 Tax information eficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owners death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, no amounts are required to be paid until after your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments, using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" earlier in this section. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under Tax information 81 either option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Roth IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA or a Flexible Premium Roth IRA contract. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). . However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian, trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; 82 Tax information another traditional IRA, including a SEP-IRA or SIMPLE IRA (after o a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is computed without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the tradi- Tax information 83 tional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to the special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2; or older or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped and added together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. 84 Tax information Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally, there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Internal Revenue Code or a custodial account that invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax funds in the Rollover TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contribu- Tax information 85 tions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA contract with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds, and o the Accumulator(R) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Rollover TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us 86 Tax information in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity Payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonfor feitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest out standing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same Tax information 87 employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over an "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the 88 Tax information Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to non-United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at any time. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or Tax information 89 corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 90 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account No. 49 operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Accounts invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from, either Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate each Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against each Separate Account or a variable investment option directly); (5) to deregister the Separate Accounts under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Accounts; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs, which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------ 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - ------------------------------------------------------ More information 91 Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------ 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - ------------------------------------------------------ HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMO's maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options and the account for special dollar cost averaging, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. 92 More information We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account . The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have its signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP, Inherited IRA Beneficiary continuation (traditional IRA or Roth IRA) or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300 quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, the minimum amount is $50. Under the IRA contracts, these amounts are subject to the tax maximums. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options, but not the account for special dollar cost averaging. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing More information 93 procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of shares of the Trusts, we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's annuity and/or variable life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. 94 More information Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB, and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial professional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 7.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. More information 95 The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 96 More information 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- Incorporation of certain documents by reference 97 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.30%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION For the years ended December 31, -------------------------------- 2006 AXA Aggressive Allocation Unit value $ 13.91 Number of units outstanding (000's) 4,973 AXA Conservative Allocation Unit value $ 11.46 Number of units outstanding (000's) 590 AXA Conservative-Plus Allocation Unit value $ 12.12 Number of units outstanding (000's) 1,414 AXA Moderate Allocation Unit value $ 12.65 Number of units outstanding (000's) 8,363 AXA Moderate-Plus Allocation Unit value $ 14.01 Number of units outstanding (000's) 17,150 AXA Premier VIP Aggressive Equity Unit value $ 12.96 Number of units outstanding (000's) 94 AXA Premier VIP Core Bond Unit value $ 10.76 Number of units outstanding (000's) 333 AXA Premier VIP Health Care Unit value $ 12.84 Number of units outstanding (000's) 177 AXA Premier VIP High Yield Unit value $ 12.44 Number of units outstanding (000's) 448 AXA Premier VIP International Equity Unit value $ 18.43 Number of units outstanding (000's) 386 AXA Premier VIP Large Cap Core Equity Unit value $ 13.53 Number of units outstanding (000's) 62 AXA Premier VIP Large Cap Growth Unit value $ 11.54 Number of units outstanding (000's) 176 AXA Premier VIP Large Cap Value Unit value $ 15.57 Number of units outstanding (000's) 264 AXA Premier VIP Mid Cap Growth Unit value $ 13.44 Number of units outstanding (000's) 212 A-1 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) For the years ended December 31, -------------------------------- 2006 AXA Premier VIP Mid Cap Value Unit value $ 15.00 Number of units outstanding (000's) 224 AXA Premier VIP Technology Unit value $ 12.42 Number of units outstanding (000's) 112 EQ/AllianceBernstein Common Stock Unit value $ 13.65 Number of units outstanding (000's) 869 EQ/AllianceBernstein Growth and Income Unit value $ 14.73 Number of units outstanding (000's) 449 EQ/AllianceBernstein Intermediate Government Securities Unit value $ 10.27 Number of units outstanding (000's) 63 EQ/AllianceBernstein International Unit value $ 18.04 Number of units outstanding (000's) 800 EQ/AllianceBernstein Large Cap Growth Unit value $ 12.31 Number of units outstanding (000's) 180 EQ/AllianceBernstein Quality Bond Unit value $ 10.73 Number of units outstanding (000's) 364 EQ/AllianceBernstein Small Cap Growth Unit value $ 14.29 Number of units outstanding (000's) 213 EQ/AllianceBernstein Value Unit value $ 15.23 Number of units outstanding (000's) 1,142 EQ/Ariel Appreciation II Unit value $ 11.37 Number of units outstanding (000's) 124 EQ/AXA Rosenberg Value Long/Short Equity Unit value $ 11.05 Number of units outstanding (000's) 160 EQ/Boston Advisors Equity Income Unit value $ 2.77 Number of units outstanding (000's) 989 EQ/Calvert Socially Responsible Unit value $ 11.94 Number of units outstanding (000's) 101 EQ/Capital Guardian Growth Unit value $ 11.90 Number of units outstanding (000's) 604 EQ/Capital Guardian International Unit value $ 17.03 Number of units outstanding (000's) 625 EQ/Capital Guardian Research Unit value $ 13.57 Number of units outstanding (000's) 276 Appendix I: Condensed financial information A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) For the years ended December 31, -------------------------------- 2006 EQ/Capital Guardian U. S. Equity Unit value $ 13.20 Number of units outstanding (000's) 501 EQ/Caywood-Scholl High Yield Bond Unit value $ 3.35 Number of units outstanding (000's) 966 EQ/Davis New York Venture Unit value $ 10.85 Number of units outstanding (000's) 406 EQ/Equity 500 Index Unit value $ 13.65 Number of units outstanding (000's) 553 EQ/Evergreen International Bond Unit value $ 9.95 Number of units outstanding (000's) 316 EQ/Evergreen Omega Unit value $ 12.09 Number of units outstanding (000's) 81 EQ/FI Mid Cap Unit value $ 14.99 Number of units outstanding (000's) 587 EQ/FI Mid Cap Value Unit value $ 15.64 Number of units outstanding (000's) 506 EQ/Franklin Income Unit value $ 10.43 Number of units outstanding (000's) 828 EQ/Franklin Small Cap Value Unit value $ 10.82 Number of units outstanding (000's) 123 EQ/GAMCO Mergers and Acquisitions Unit value $ 11.43 Number of units outstanding (000's) 231 EQ/GAMCO Small Company Value Unit value $ 43.04 Number of units outstanding (000's) 156 EQ/International Growth Unit value $ 6.33 Number of units outstanding (000's) 363 EQ/Janus Large Cap Growth Unit value $ 12.77 Number of units outstanding (000's) 80 EQ/JPMorgan Core Bond Unit value $ 10.84 Number of units outstanding (000's) 1,106 EQ/JPMorgan Value Opportunities Unit value $ 14.59 Number of units outstanding (000's) 104 EQ/Legg Mason Value Equity Unit value $ 11.22 Number of units outstanding (000's) 314 A-3 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) For the years ended December 31, -------------------------------- 2006 EQ/Long Term Bond Unit value $ 7.67 Number of units outstanding (000's) 249 EQ/Lord Abbett Growth and Income Unit value $ 12.32 Number of units outstanding (000's) 291 EQ/Lord Abbett Large Cap Core Unit value $ 11.83 Number of units outstanding (000's) 92 EQ/Lord Abbett Mid Cap Value Unit value $ 12.50 Number of units outstanding (000's) 408 EQ/Marsico Focus Unit value $ 13.60 Number of units outstanding (000's) 1,416 EQ/Mercury Basic Value Equity Unit value $ 14.42 Number of units outstanding (000's) 385 EQ/Mercury International Value Unit value $ 18.04 Number of units outstanding (000's) 590 EQ/MFS Emerging Growth Companies Unit value $ 13.00 Number of units outstanding (000's) 58 EQ/MFS Investors Trust Unit value $ 13.69 Number of units outstanding (000's) 37 EQ/Money Market Unit value $ 10.24 Number of units outstanding (000's) 702 EQ/Montag & Caldwell Growth Unit value $ 1.98 Number of units outstanding (000's) 449 EQ/Mutual Shares Unit value $ 10.71 Number of units outstanding (000's) 666 EQ/Oppenheimer Global Unit value $ 11.10 Number of units outstanding (000's) 158 EQ/Oppenheimer Main Street Cap Unit value $ 11.10 Number of units outstanding (000's) 96 EQ/Oppenheimer Main Street Opportunity Unit value $ 10.93 Number of units outstanding (000's) 35 EQ/PIMCO Real Return Unit value $ 8.59 Number of units outstanding (000's) 841 EQ/Short Duration Bond Unit value $ 9.87 Number of units outstanding (000's) 111 Appendix I: Condensed financial information A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) For the years ended December 31, -------------------------------- 2006 EQ/Small Cap Value Unit value $ 14.93 Number of units outstanding (000's) 327 EQ/Small Company Growth Unit value $ 5.09 Number of units outstanding (000's) 574 EQ/Small Company Index Unit value $ 14.85 Number of units outstanding (000's) 370 EQ/TCW Equity Unit value $ 6.37 Number of units outstanding (000's) 154 EQ/Templeton Growth Unit value $ 10.76 Number of units outstanding (000's) 526 EQ/UBS Growth and Income Unit value $ 2.47 Number of units outstanding (000's) 473 EQ/Van Kampen Comstock Unit value $ 11.93 Number of units outstanding (000's) 664 EQ/Van Kampen Emerging Markets Equity Unit value $ 24.80 Number of units outstanding (000's) 625 EQ/Van Kampen Mid Cap Growth Unit value $ 13.35 Number of units outstanding (000's) 298 EQ/Wells Fargo Montgomery Small Cap Unit value $ 14.27 Number of units outstanding (000's) 173 U.S. Real Estate -- Class II Unit value $ 23.14 Number of units outstanding (000's) 450 A-5 Appendix I: Condensed financial information Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) QP contract to fund a plan for the contract's features and benefits other than tax deferral after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution, and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. Appendix II: Purchase considerations for QP contracts B-1 Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - ------------------------------------------------------------------------------------------------------ Hypothetical assumed rate to maturity(j) February 15, 2011 ---------------------- 5.00% 9.00% - ------------------------------------------------------------------------------------------------------ As of February 15, 2011 before withdrawal (1) Market adjusted amount(b) $141,389 $121,737 - ------------------------------------------------------------------------------------------------------ (2) Fixed maturity amount(c) $131,104 $131,104 - ------------------------------------------------------------------------------------------------------ (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ------------------------------------------------------------------------------------------------------ On February 15, 2011 after $50,000 withdrawal (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ------------------------------------------------------------------------------------------------------ (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ------------------------------------------------------------------------------------------------------ (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ------------------------------------------------------------------------------------------------------ (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ------------------------------------------------------------------------------------------------------ (8) Maturity value(d) $111,099 $101,287 - ------------------------------------------------------------------------------------------------------ You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $ 171,882 ---------------- = ----------------- where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $ 171,882 ---------------- = -------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = ------------------ (1+h)((D/365)) (1+0.07)((1,461/365)) C-1 Appendix III: Market value adjustment example Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: End of contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced year Account value enhanced death benefit enhanced death benefit death benefit - --------- ------------- ---------------------- ------------------------ ------------- 1 $105,000 $ 106,000(3) $ 105,000(1) $ 105,000(5) 2 $115,500 $ 112,360(3) $ 115,500(1) $ 115,500(5) 3 $129,360 $ 119,102(3) $ 129,360(1) $ 129,360(5) 4 $103,488 $ 126,248(4) $ 129,360(2) $ 135,828(6) 5 $113,837 $ 133,823(4) $ 129,360(2) $ 142,296(6) 6 $127,497 $ 141,852(4) $ 129,360(2) $ 148,764(6) 7 $127,497 $ 150,363(4) $ 129,360(2) $ 155,232(6) The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. Appendix IV: Enhanced death benefit example D-1 Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to Age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.61)%, 3.39% for the Accumulator(R) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the Greater of 6% Roll-Up to age 85 and Annual Ratchet to age 85 Guaranteed minimum death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. E-1 Appendix V: Hypothetical illustrations Variable deferred annuity Accumulator(R) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll-Up to age Lifetime Annual 85 or Annual Guaranteed Minimum Income Benefit Ratchet to age ---------------------------------- 85 Guaranteed Total Death Benefit Minimum Death with the Earnings Guaranteed Hypothetical Account Value Cash Value Benefit enhancement benefit Income Income Contract ------------------ ------------------ ------------------- ------------------- ----------------- ----------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ----- --------- -------- --------- -------- --------- -------- -------- -------- ------- -------- -------- -------- -------- 60 1 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,724 101,703 88,724 94,703 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 91,495 103,378 85,495 97,378 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 87,306 105,020 81,306 99,020 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 83,152 106,622 78,152 101,622 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 79,025 108,178 76,025 105,178 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 74,920 109,681 73,920 108,681 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 70,830 111,122 70,830 111,122 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 66,748 112,495 66,748 112,495 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 62,666 113,790 62,666 113,790 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 41,953 118,733 41,953 118,733 226,090 226,090 276,527 276,527 14,266 14,266 14,266 14,266 79 20 20,002 119,954 20,002 119,954 302,560 302,560 383,584 383,584 20,393 20,393 20,393 20,393 84 25 0 115,323 0 115,323 0 404,893 0 493,179 34,821 34,821 34,821 34,821 89 30 0 117,051 0 117,051 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 122,200 0 122,200 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 123,326 0 123,326 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix V: Hypothetical illustrations E-2 Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3000 withdrawal $6000 withdrawal A Initial contribution 100,000 100,000 100,000 B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 Earnings enhancement benefit earnings: death benefit less net contributions (prior to the withdrawal in C 4,000 4,000 4,000 D). B minus A. D Withdrawal 0 3,000 6,000 Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero Net contributions (adjusted for the withdrawal in D) F 100,000 100,000 98,000 A minus E Death benefit (adjusted for the withdrawal in D) G 104,000 101,000 98,000 B minus D Death benefit less net contributions H 4,000 1,000 0 G minus F I Earnings enhancement benefit factor 40% 40% 40% Earnings enhancement benefit J 1,600 400 0 H times I Death benefit: including Earnings enhancement benefit K 105,600 101,400 98,000 G plus J * The death benefit is the greater of the account value or any applicable death benefit. F-1 Appendix VI: Earnings enhancement benefit example Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: State Features and Benefits CALIFORNIA See "Contract features and benefits"--"Your right to can- cel within a certain number of days" PENNSYLVANIA See "Disability, terminal illness, or confinement to nursing home" under "Withdrawal charge" in "Charges and expenses" Required disclosure for Pennsylvania customers PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA contracts Beneficiary continuation option (IRA) TEXAS See "Charges that AXA Equitable deducts" under "Annual administrative charge" in "Charges and expenses" State Availability or Variation CALIFORNIA If you reside in the state of California and you are age 60 and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. PENNSYLVANIA Item (iii) under this section is deleted in its entirety Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. PUERTO RICO Not Available Not Available TEXAS o We will deduct the annual administrative charge, on a pro rata basis, only from your value in the variable invest- ment options. We will not deduct this charge from your value in the guaranteed interest option. Appendix VII: State contract availability and/or variations of certain features and benefits G-1 State Features and Benefits WASHINGTON Guaranteed interest option Investment simplifier -- Fixed-dollar option and Interest sweep option Fixed maturity options Income Manager(SM) payout option Earnings enhancement benefit Special dollar cost averaging program See "Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit benefit base reset" in "Contract features and benefits" See "Guaranteed minimum death benefit" in "Contract features and benefits" See "Annual administrative charge" in "Charges and expenses" See "Withdrawal charge" in "Charges and expenses" See "Withdrawal charge" in "Charges and expenses" under "Disability, terminal illness, or confinement to nursing home" State Availability or Variation WASHINGTON Not Available Not Available Not Available Not Available Not Available o Available only at issue o Subsequent contributions cannot be used to elect new programs. You may make subsequent contributions to the initial programs while they are still running. Your "Greater of 4% Roll-Up to Age 85 or Annual Ratchet to age 85 enhanced death benefit" benefit base will reset only if your account value is greater than your Guaranteed minimum income benefit base. You have a choice of the standard death benefit, the Annual Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. The annual administrative charge will be deducted from the value in the variable investment options on a pro rata basis. The 10% free withdrawal amount applies to full surrenders. The annuitant has qualified to receive Social Security disability benefits as certified by the Social Security Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total dis- ability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. G-2 Appendix VII: State contract availability and/or variations of certain features and benefits Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to Obtain an Accumulator(R) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- Please send me an Accumulator(R) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip Core '02, OR, '04, '06, Jumpstart '07 and '07 Series X01479 Accumulator(R) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS ACCUMULATOR(R)? Accumulator(R) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options, or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity options, and the account for special dollar cost averaging, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA or Roth IRA. We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion IRA" and "Flexible Premium Roth IRA." o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA")(direct transfer and specified direct rollover contributions only). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP, or Rollover TSA contract. For Flexible Premium IRA and Flexible Premium Roth IRA contracts, we require a contribution of $4,000 to purchase a contract. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01461/Jumpstart '07 Series/new biz only (R-4/15) Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? 7 How to reach us 8 Accumulator(R) at a glance -- key features 10 - -------------------------------------------------------------------------------- FEE TABLE 12 - -------------------------------------------------------------------------------- Example 16 Condensed financial information 21 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 22 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 22 Owner and annuitant requirements 29 How you can make your contributions 29 What are your investment options under the contract? 29 Portfolios of the Trusts 31 Allocating your contributions 37 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 39 Annuity purchase factors 40 Guaranteed minimum income benefit option 40 Guaranteed minimum death benefit 43 Guaranteed withdrawal benefit for life ("GWBL") 44 Principal guarantee benefits 48 Inherited IRA beneficiary continuation contract 48 Your right to cancel within a certain number of days 49 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 51 - -------------------------------------------------------------------------------- Your account value and cash value 51 Your contract's value in the variable investment options 51 Your contract's value in the guaranteed interest option 51 Your contract's value in the fixed maturity options 51 Your contract's value in the account for special dollar cost averaging 51 Insufficient account value 51 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. Contents of this Prospectus 3 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 53 - -------------------------------------------------------------------------------- Transferring your account value 53 Disruptive transfer activity 53 Rebalancing your account value 54 - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 56 - -------------------------------------------------------------------------------- Withdrawing your account value 56 How withdrawals are taken from your account value 58 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 58 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 58 Withdrawals treated as surrenders 59 Loans under Rollover TSA contracts 59 Surrendering your contract to receive its cash value 60 When to expect payments 60 Your annuity payout options 60 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 63 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 63 Charges that the Trusts deduct 66 Group or sponsored arrangements 66 Other distribution arrangements 67 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 68 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 68 Beneficiary continuation option 70 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 72 - -------------------------------------------------------------------------------- Overview 72 Buying a contract to fund a retirement arrangement 72 Transfers among investment options 72 Taxation of nonqualified annuities 72 Individual retirement arrangements (IRAs) 74 Tax-sheltered annuity contracts (TSAs) 84 Federal and state income tax withholding and information reporting 88 Special rules for contracts funding qualified plans 89 Impact of taxes to AXA Equitable 89 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 90 - -------------------------------------------------------------------------------- About Separate Account No. 49 90 About the Trusts 90 About our fixed maturity options 90 About the general account 91 About other methods of payment 92 Dates and prices at which contract events occur 92 About your voting rights 93 About legal proceedings 93 Financial statements 93 Transfers of ownership, collateral assignments, loans and borrowing 93 About Custodial IRAs 94 Distribution of the contracts 94 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 96 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- 4 Contents of this Prospectus Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 6% Roll-Up to age 85 39 account for special dollar cost averaging 37 account value 51 administrative charge 63 annual administrative charge 63 Annual Ratchet to age 85 enhanced death benefit 39 annuitant 22 annuitization 60 annuity maturity date 62 annuity payout options 60 annuity purchase factors 40 automatic investment program 92 AXA Allocation portfolios cover beneficiary 68 Beneficiary continuation option ("BCO") 70 benefit base 45 business day 92 cash value 51 charges for state premium and other applicable taxes 66 contract date 29 contract date anniversary 29 contract year 29 contributions to Roth IRAs 81 regular contributions 81 rollovers and transfers 81 conversion contributions 82 contributions to traditional IRAs 75 regular contributions 75 rollovers and transfers 77 disability, terminal illness or confinement to nursing home 64 disruptive transfer activity 53 Distribution Charge 63 Earnings enhancement benefit 43 Earnings enhancement benefit charge 66 EQAccess 8 ERISA 59 Fixed-dollar option 38 fixed maturity options 36 Flexible Premium IRA cover Flexible Premium Roth IRA cover free look 49 free withdrawal amount 64 general account 91 General dollar cost averaging 38 guaranteed interest option 36 Guaranteed minimum death benefit 40 Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option 40 Page Guaranteed minimum income benefit 40 Guaranteed minimum income benefit charge 65 Guaranteed minimum income benefit "no lapse guarantee" 43 Guaranteed withdrawal benefit for life 44 Guaranteed withdrawal benefit for life charge 66 IRA cover IRS 72 Inherited IRA cover Investment simplifier 38 investment options cover lifetime required minimum distribution withdrawals 57 loan reserve account 59 loans under Rollover TSA 59 market adjusted amount 36 market value adjustment 36 market timing 53 maturity dates 36 maturity value 36 Mortality and expense risks charge 63 NQ cover partial withdrawals 56 permitted variable investment options 29 portfolio cover Principal guarantee benefits 48 processing office 8 QP cover rate to maturity 36 Rebalancing 54 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 37 Separate Account No. 49 90 special dollar cost averaging 37 standard death benefit 39 substantially equal withdrawals 57 Spousal continuation 69 systematic withdrawals 57 TOPS 8 TSA cover traditional IRA cover Trusts 90 unit 51 variable investment options 29 wire transmittals and electronic applications 92 withdrawal charge 64 Index of key words and phrases 5 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract. - ---------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - ---------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit Guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - ---------------------------------------------------------------------------------------- 6 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 7 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. 8 Who is AXA Equitable? WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA or Flexible Premium Roth IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, both must sign. Who is AXA Equitable? 9 Accumulator(R) at a glance -- key features - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator's(R) variable investment options invest in different portfolios managed by professional management investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. -------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Account for special dollar Available for dollar cost averaging all or a portion of any eligible contribution to your contract. cost averaging - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. -------------------------------------------------------------------------------------------------------- o No tax on transfers among investment options inside the contract. -------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during your life once you elect income benefit to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal The Guaranteed withdrawal benefit for life option ("GWBL") guarantees that you can take withdrawals of benefit for life up to a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP and Rollover TSA contracts o Initial minimum: $5,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) $1000 (Inherited IRA contracts) -------------------------------------------------------------------------------------------------------- o Flexible Premium IRA and Flexible Premium Roth IRA contracts o Initial minimum: $4,000 o Additional minimum: $ 50 $50 under our automatic investment program (subject to tax maximum) -------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ 10 Accumulator(R) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ------------------------------------------------------------------------------------------------------------------------------------ Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ------------------------------------------------------------------------------------------------------------------------------------ Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for certain withdrawals, disability, terminal illness, or confinement to a nursing home o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges Please see "Fee table" later in this section for complete details. - ------------------------------------------------------------------------------------------------------------------------------------ Owner and annuitant issue NQ: 0-85 ages Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA and Rollover TSA: 20-85 Flexible Premium IRA: 20-70 Inherited IRA: 0-70 QP: 20-75 - ------------------------------------------------------------------------------------------------------------------------------------ The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Accumulator(R) at a glance -- key features 11 Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - -------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - -------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 7.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - -------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - -------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversary - -------------------------------------------------------------------------------- Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $ 50,000(3) $30 If your account value on a contract date anniversary is $50,000 or more $0 - -------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 0.80% Administrative 0.30% Distribution 0.20% ---- Total Separate account annual expenses 1.30% - -------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - -------------------------------------------------------------------------------- Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect). Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.65% GWBL Enhanced death benefit 0.30% - -------------------------------------------------------------------------------- Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - -------------------------------------------------------------------------------- 12 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum income benefit charge (calculated as a 0.65% percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) - ------------------------------------------------------------------------------------------------------------------------------------ Earnings enhancement benefit charge (calculated as a percent- age of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) 0.35% - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal benefit for life benefit charge (calculated as a 0.60% for the Single Life option percentage of the GWBL benefit base. Deducted annually(2) on each contract date 0.75% for the Joint Life option anniversary). If your GWBL benefit base ratchets, we reserve the right to increase your charge 0.75% for the Single Life option up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge - Rollover TSA contracts only (calculated and deducted daily as a percentage of the outstanding loan amount) 2.00%(4) - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, ------ ------- and/or other expenses)(5) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 13 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- Other ing Expense Expense (After ment 12b-1 Expenses Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) ees(7) (8) lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% - ------------------------------------------------------------------------------------------------------------------------------------ 14 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate - Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ------------------------------------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable: The withdrawal charge percentage we use is determined by the contract Contract year in which you make the withdrawal or surrender your contract. For Year each contribution, we consider the contract year in which we receive 1 ..................7.00% that contribution to be "contract year 1") 2 ..................7.00% 3 ..................6.00% 4 ..................6.00% 5 ..................5.00% 6 ..................3.00% 7 ..................1.00% 8+ .................0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, the charge, if applicable, is $30 for each contract year. (4) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (5) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (6) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (10) for any expense limitation agreement information. (7) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (8) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (10) for any expense limitation agreement information. (9) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (10) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable under- Fee table 15 lying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- Multimanager Aggressive Equity 1.03% - -------------------------------------------------------------------------------- Multimanager Health Care 1.63% - -------------------------------------------------------------------------------- Multimanager International Equity 1.52% - -------------------------------------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - -------------------------------------------------------------------------------- Multimanager Large Cap Growth 1.33% - -------------------------------------------------------------------------------- Multimanager Large Cap Value 1.31% - -------------------------------------------------------------------------------- Multimanager Mid Cap Growth 1.52% - -------------------------------------------------------------------------------- Multimanager Mid Cap Value 1.58% - -------------------------------------------------------------------------------- Multimanager Technology 1.64% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Value 0.94% - -------------------------------------------------------------------------------- EQ/Ariel Appreciation II 1.01% - -------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - -------------------------------------------------------------------------------- EQ/Capital Guardian Growth 0.94% - -------------------------------------------------------------------------------- EQ/Capital Guardian Research 0.94% - -------------------------------------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - -------------------------------------------------------------------------------- EQ/Davis New York Venture 1.27% - -------------------------------------------------------------------------------- EQ/Evergreen Omega 1.05% - -------------------------------------------------------------------------------- EQ/FI Mid Cap 0.97% - -------------------------------------------------------------------------------- EQ/FI Mid Cap Value 1.09% - -------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - -------------------------------------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------------------------------------- EQ/Marsico Focus 1.14% - -------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------------------------------------- EQ/MFS Investors Trust 0.94% - -------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------------------------------------- EQ/Small Cap Value 1.02% - -------------------------------------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of 0.012% of contract value. The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. 16 Fee table The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 17 - ------------------------------------------------------------------------------------------------------------------------------------ If you surrender your contract at the end of the appli- cable time period - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 1,164.00 $ 2,020.00 $ 2,915.00 $ 5,094.00 AXA Conservative Allocation $ 1,143.00 $ 1,958.00 $ 2,816.00 $ 4,913.00 AXA Conservative-Plus Allocation $ 1,144.00 $ 1,961.00 $ 2,821.00 $ 4,922.00 AXA Moderate Allocation $ 1,159.00 $ 1,994.00 $ 2,853.00 $ 4,968.00 AXA Moderate-Plus Allocation $ 1,156.00 $ 1,998.00 $ 2,881.00 $ 5,031.00 Multimanager Aggressive Equity* $ 1,123.00 $ 1,900.00 $ 2,721.00 $ 4,738.00 Multimanager Core Bond* $ 1,120.00 $ 1,891.00 $ 2,706.00 $ 4,710.00 Multimanager Health Care* $ 1,189.00 $ 2,093.00 $ 3,033.00 $ 5,306.00 Multimanager High Yield* $ 1,119.00 $ 1,888.00 $ 2,701.00 $ 4,701.00 Multimanager International Equity* $ 1,173.00 $ 2,047.00 $ 2,960.00 $ 5,174.00 Multimanager Large Cap Core Equity* $ 1,154.00 $ 1,992.00 $ 2,871.00 $ 5,013.00 Multimanager Large Cap Growth* $ 1,156.00 $ 1,998.00 $ 2,881.00 $ 5,031.00 Multimanager Large Cap Value* $ 1,154.00 $ 1,992.00 $ 2,871.00 $ 5,013.00 Multimanager Mid Cap Growth* $ 1,176.00 $ 2,056.00 $ 2,974.00 $ 5,200.00 Multimanager Mid Cap Value* $ 1,179.00 $ 2,065.00 $ 2,989.00 $ 5,227.00 Multimanager Technology* $ 1,189.00 $ 2,093.00 $ 3,033.00 $ 5,306.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 1,102.00 $ 1,838.00 $ 2,621.00 $ 4,550.00 EQ/AllianceBernstein Growth and Income++ $ 1,110.00 $ 1,863.00 $ 2,661.00 $ 4,625.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,106.00 $ 1,851.00 $ 2,641.00 $ 4,588.00 EQ/AllianceBernstein International $ 1,134.00 $ 1,934.00 $ 2,777.00 $ 4,840.00 EQ/AllianceBernstein Large Cap Growth $ 1,145.00 $ 1,964.00 $ 2,826.00 $ 4,931.00 EQ/AllianceBernstein Quality Bond $ 1,106.00 $ 1,851.00 $ 2,641.00 $ 4,588.00 EQ/AllianceBernstein Small Cap Growth $ 1,130.00 $ 1,921.00 $ 2,757.00 $ 4,803.00 EQ/AllianceBernstein Value $ 1,115.00 $ 1,878.00 $ 2,686.00 $ 4,673.00 EQ/Ariel Appreciation II $ 1,171.00 $ 2,041.00 $ 2,950.00 $ 5,156.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,337.00 $ 2,515.00 $ 3,700.00 $ 6,445.00 EQ/BlackRock Basic Value Equity* $ 1,111.00 $ 1,866.00 $ 2,666.00 $ 4,635.00 EQ/BlackRock International Value* $ 1,147.00 $ 1,971.00 $ 2,836.00 $ 4,950.00 EQ/Boston Advisors Equity Income $ 1,133.00 $ 1,931.00 $ 2,772.00 $ 4,831.00 EQ/Calvert Socially Responsible $ 1,133.00 $ 1,931.00 $ 2,772.00 $ 4,831.00 EQ/Capital Guardian Growth $ 1,124.00 $ 1,903.00 $ 2,726.00 $ 4,747.00 EQ/Capital Guardian International+ $ 1,148.00 $ 1,974.00 $ 2,841.00 $ 4,959.00 EQ/Capital Guardian Research $ 1,121.00 $ 1,894.00 $ 2,711.00 $ 4,719.00 EQ/Capital Guardian U.S. Equity++ $ 1,121.00 $ 1,894.00 $ 2,711.00 $ 4,719.00 EQ/Caywood-Scholl High Yield Bond $ 1,121.00 $ 1,894.00 $ 2,711.00 $ 4,719.00 EQ/Davis New York Venture $ 1,206.00 $ 2,141.00 $ 3,111.00 $ 5,444.00 EQ/Equity 500 Index $ 1,079.00 $ 1,770.00 $ 2,509.00 $ 4,338.00 EQ/Evergreen International Bond $ 1,136.00 $ 1,940.00 $ 2,786.00 $ 4,858.00 - ------------------------------------------------------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - -------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - -------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 2,020.00 $ 2,915.00 $ 5,094.00 AXA Conservative Allocation N/A $ 1,958.00 $ 2,816.00 $ 4,913.00 AXA Conservative-Plus Allocation N/A $ 1,961.00 $ 2,821.00 $ 4,922.00 AXA Moderate Allocation N/A $ 1,994.00 $ 2,853.00 $ 4,968.00 AXA Moderate-Plus Allocation N/A $ 1,998.00 $ 2,881.00 $ 5,031.00 Multimanager Aggressive Equity* N/A $ 1,900.00 $ 2,721.00 $ 4,738.00 Multimanager Core Bond* N/A $ 1,891.00 $ 2,706.00 $ 4,710.00 Multimanager Health Care* N/A $ 2,093.00 $ 3,033.00 $ 5,306.00 Multimanager High Yield* N/A $ 1,888.00 $ 2,701.00 $ 4,701.00 Multimanager International Equity* N/A $ 2,047.00 $ 2,960.00 $ 5,174.00 Multimanager Large Cap Core Equity* N/A $ 1,992.00 $ 2,871.00 $ 5,013.00 Multimanager Large Cap Growth* N/A $ 1,998.00 $ 2,881.00 $ 5,031.00 Multimanager Large Cap Value* N/A $ 1,992.00 $ 2,871.00 $ 5,013.00 Multimanager Mid Cap Growth* N/A $ 2,056.00 $ 2,974.00 $ 5,200.00 Multimanager Mid Cap Value* N/A $ 2,065.00 $ 2,989.00 $ 5,227.00 Multimanager Technology* N/A $ 2,093.00 $ 3,033.00 $ 5,306.00 - -------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 1,838.00 $ 2,621.00 $ 4,550.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,863.00 $ 2,661.00 $ 4,625.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,851.00 $ 2,641.00 $ 4,588.00 EQ/AllianceBernstein International N/A $ 1,934.00 $ 2,777.00 $ 4,840.00 EQ/AllianceBernstein Large Cap Growth N/A $ 1,964.00 $ 2,826.00 $ 4,931.00 EQ/AllianceBernstein Quality Bond N/A $ 1,851.00 $ 2,641.00 $ 4,588.00 EQ/AllianceBernstein Small Cap Growth N/A $ 1,921.00 $ 2,757.00 $ 4,803.00 EQ/AllianceBernstein Value N/A $ 1,878.00 $ 2,686.00 $ 4,673.00 EQ/Ariel Appreciation II N/A $ 2,041.00 $ 2,950.00 $ 5,156.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,515.00 $ 3,700.00 $ 6,445.00 EQ/BlackRock Basic Value Equity* N/A $ 1,866.00 $ 2,666.00 $ 4,635.00 EQ/BlackRock International Value* N/A $ 1,971.00 $ 2,836.00 $ 4,950.00 EQ/Boston Advisors Equity Income N/A $ 1,931.00 $ 2,772.00 $ 4,831.00 EQ/Calvert Socially Responsible N/A $ 1,931.00 $ 2,772.00 $ 4,831.00 EQ/Capital Guardian Growth N/A $ 1,903.00 $ 2,726.00 $ 4,747.00 EQ/Capital Guardian International+ N/A $ 1,974.00 $ 2,841.00 $ 4,959.00 EQ/Capital Guardian Research N/A $ 1,894.00 $ 2,711.00 $ 4,719.00 EQ/Capital Guardian U.S. Equity++ N/A $ 1,894.00 $ 2,711.00 $ 4,719.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,894.00 $ 2,711.00 $ 4,719.00 EQ/Davis New York Venture N/A $ 2,141.00 $ 3,111.00 $ 5,444.00 EQ/Equity 500 Index N/A $ 1,770.00 $ 2,509.00 $ 4,338.00 EQ/Evergreen International Bond N/A $ 1,940.00 $ 2,786.00 $ 4,858.00 - -------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------ If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 464.00 $ 1,420.00 $ 2,415.00 $ 5,094.00 AXA Conservative Allocation $ 443.00 $ 1,358.00 $ 2,316.00 $ 4,913.00 AXA Conservative-Plus Allocation $ 444.00 $ 1,361.00 $ 2,321.00 $ 4,922.00 AXA Moderate Allocation $ 459.00 $ 1,394.00 $ 2,353.00 $ 4,968.00 AXA Moderate-Plus Allocation $ 456.00 $ 1,398.00 $ 2,381.00 $ 5,031.00 Multimanager Aggressive Equity* $ 423.00 $ 1,300.00 $ 2,221.00 $ 4,738.00 Multimanager Core Bond* $ 420.00 $ 1,291.00 $ 2,206.00 $ 4,710.00 Multimanager Health Care* $ 489.00 $ 1,493.00 $ 2,533.00 $ 5,306.00 Multimanager High Yield* $ 419.00 $ 1,288.00 $ 2,201.00 $ 4,701.00 Multimanager International Equity* $ 473.00 $ 1,447.00 $ 2,460.00 $ 5,174.00 Multimanager Large Cap Core Equity* $ 454.00 $ 1,392.00 $ 2,371.00 $ 5,013.00 Multimanager Large Cap Growth* $ 456.00 $ 1,398.00 $ 2,381.00 $ 5,031.00 Multimanager Large Cap Value* $ 454.00 $ 1,392.00 $ 2,371.00 $ 5,013.00 Multimanager Mid Cap Growth* $ 476.00 $ 1,456.00 $ 2,474.00 $ 5,200.00 Multimanager Mid Cap Value* $ 479.00 $ 1,465.00 $ 2,489.00 $ 5,227.00 Multimanager Technology* $ 489.00 $ 1,493.00 $ 2,533.00 $ 5,306.00 - ------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 402.00 $ 1,238.00 $ 2,121.00 $ 4,550.00 EQ/AllianceBernstein Growth and Income++ $ 410.00 $ 1,263.00 $ 2,161.00 $ 4,625.00 EQ/AllianceBernstein Intermediate Government Securities $ 406.00 $ 1,251.00 $ 2,141.00 $ 4,588.00 EQ/AllianceBernstein International $ 434.00 $ 1,334.00 $ 2,277.00 $ 4,840.00 EQ/AllianceBernstein Large Cap Growth $ 445.00 $ 1,364.00 $ 2,326.00 $ 4,931.00 EQ/AllianceBernstein Quality Bond $ 406.00 $ 1,251.00 $ 2,141.00 $ 4,588.00 EQ/AllianceBernstein Small Cap Growth $ 430.00 $ 1,321.00 $ 2,257.00 $ 4,803.00 EQ/AllianceBernstein Value $ 415.00 $ 1,278.00 $ 2,186.00 $ 4,673.00 EQ/Ariel Appreciation II $ 471.00 $ 1,441.00 $ 2,450.00 $ 5,156.00 EQ/AXA Rosenberg Value Long/Short Equity $ 637.00 $ 1,915.00 $ 3,200.00 $ 6,445.00 EQ/BlackRock Basic Value Equity* $ 411.00 $ 1,266.00 $ 2,166.00 $ 4,635.00 EQ/BlackRock International Value* $ 447.00 $ 1,371.00 $ 2,336.00 $ 4,950.00 EQ/Boston Advisors Equity Income $ 433.00 $ 1,331.00 $ 2,272.00 $ 4,831.00 EQ/Calvert Socially Responsible $ 433.00 $ 1,331.00 $ 2,272.00 $ 4,831.00 EQ/Capital Guardian Growth $ 424.00 $ 1,303.00 $ 2,226.00 $ 4,747.00 EQ/Capital Guardian International+ $ 448.00 $ 1,374.00 $ 2,341.00 $ 4,959.00 EQ/Capital Guardian Research $ 421.00 $ 1,294.00 $ 2,211.00 $ 4,719.00 EQ/Capital Guardian U.S. Equity++ $ 421.00 $ 1,294.00 $ 2,211.00 $ 4,719.00 EQ/Caywood-Scholl High Yield Bond $ 421.00 $ 1,294.00 $ 2,211.00 $ 4,719.00 EQ/Davis New York Venture $ 506.00 $ 1,541.00 $ 2,611.00 $ 5,444.00 EQ/Equity 500 Index $ 379.00 $ 1,170.00 $ 2,009.00 $ 4,338.00 EQ/Evergreen International Bond $ 436.00 $ 1,340.00 $ 2,286.00 $ 4,858.00 - ------------------------------------------------------------------------------------------------------------ 18 Fee table - --------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the appli- cable time period - --------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega $ 1,129.00 $ 1,918.00 $ 2,752.00 $ 4,794.00 EQ/FI Mid Cap $ 1,126.00 $ 1,909.00 $ 2,737.00 $ 4,766.00 EQ/FI Mid Cap Value+ $ 1,129.00 $ 1,918.00 $ 2,752.00 $ 4,794.00 EQ/Franklin Income $ 1,173.00 $ 2,047.00 $ 2,960.00 $ 5,174.00 EQ/Franklin Small Cap Value $ 1,343.00 $ 2,533.00 $ 3,727.00 $ 6,489.00 EQ/Franklin Templeton Founding Strategy** $ 1,178.00 $ 2,062.00 $ 2,984.00 $ 5,218.00 EQ/GAMCO Mergers and Acquisitions $ 1,168.00 $ 2,032.00 $ 2,935.00 $ 5,129.00 EQ/GAMCO Small Company Value $ 1,135.00 $ 1,937.00 $ 2,782.00 $ 4,849.00 EQ/International Growth $ 1,165.00 $ 2,023.00 $ 2,920.00 $ 5,103.00 EQ/Janus Large Cap Growth++ $ 1,149.00 $ 1,977.00 $ 2,846.00 $ 4,968.00 EQ/JPMorgan Core Bond $ 1,101.00 $ 1,835.00 $ 2,616.00 $ 4,540.00 EQ/JPMorgan Value Opportunities $ 1,119.00 $ 1,888.00 $ 2,701.00 $ 4,701.00 EQ/Legg Mason Value Equity $ 1,130.00 $ 1,921.00 $ 2,757.00 $ 4,803.00 EQ/Long Term Bond $ 1,100.00 $ 1,832.00 $ 2,611.00 $ 4,531.00 EQ/Lord Abbett Growth and Income $ 1,134.00 $ 1,934.00 $ 2,777.00 $ 4,840.00 EQ/Lord Abbett Large Cap Core $ 1,150.00 $ 1,980.00 $ 2,851.00 $ 4,977.00 EQ/Lord Abbett Mid Cap Value $ 1,131.00 $ 1,925.00 $ 2,762.00 $ 4,812.00 EQ/Marsico Focus $ 1,142.00 $ 1,955.00 $ 2,811.00 $ 4,904.00 EQ/MFS Emerging Growth Companies+ $ 1,123.00 $ 1,900.00 $ 2,721.00 $ 4,738.00 EQ/MFS Investors Trust+ $ 1,119.00 $ 1,888.00 $ 2,701.00 $ 4,701.00 EQ/Money Market $ 1,088.00 $ 1,798.00 $ 2,555.00 $ 4,425.00 EQ/Montag & Caldwell Growth $ 1,134.00 $ 1,934.00 $ 2,777.00 $ 4,840.00 EQ/Mutual Shares $ 1,186.00 $ 2,084.00 $ 3,018.00 $ 5,279.00 EQ/Oppenheimer Global $ 1,276.00 $ 2,343.00 $ 3,431.00 $ 5,997.00 EQ/Oppenheimer Main Street Opportunity $ 1,294.00 $ 2,394.00 $ 3,510.00 $ 6,131.00 EQ/Oppenheimer Main Street Small Cap $ 1,289.00 $ 2,379.00 $ 3,487.00 $ 6,092.00 EQ/PIMCO Real Return $ 1,115.00 $ 1,878.00 $ 2,686.00 $ 4,673.00 EQ/Short Duration Bond $ 1,099.00 $ 1,829.00 $ 2,606.00 $ 4,521.00 EQ/Small Cap Value+ $ 1,131.00 $ 1,925.00 $ 2,762.00 $ 4,812.00 EQ/Small Company Growth+ $ 1,162.00 $ 2,014.00 $ 2,906.00 $ 5,076.00 EQ/Small Company Index $ 1,083.00 $ 1,782.00 $ 2,529.00 $ 4,377.00 EQ/TCW Equity++ $ 1,140.00 $ 1,949.00 $ 2,801.00 $ 4,886.00 EQ/Templeton Growth $ 1,206.00 $ 2,141.00 $ 3,111.00 $ 5,444.00 EQ/UBS Growth and Income $ 1,135.00 $ 1,937.00 $ 2,782.00 $ 4,849.00 EQ/Van Kampen Comstock $ 1,127.00 $ 1,912.00 $ 2,742.00 $ 4,775.00 EQ/Van Kampen Emerging Markets Equity $ 1,198.00 $ 2,120.00 $ 3,077.00 $ 5,384.00 EQ/Van Kampen Mid Cap Growth $ 1,136.00 $ 1,940.00 $ 2,786.00 $ 4,858.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,171.00 $ 2,041.00 $ 2,950.00 $ 5,156.00 - --------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - --------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,155.00 $ 1,995.00 $ 2,876.00 $ 5,022.00 - --------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/Evergreen Omega N/A $ 1,918.00 $ 2,752.00 $ 4,794.00 EQ/FI Mid Cap N/A $ 1,909.00 $ 2,737.00 $ 4,766.00 EQ/FI Mid Cap Value+ N/A $ 1,918.00 $ 2,752.00 $ 4,794.00 EQ/Franklin Income N/A $ 2,047.00 $ 2,960.00 $ 5,174.00 EQ/Franklin Small Cap Value N/A $ 2,533.00 $ 3,727.00 $ 6,489.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,062.00 $ 2,984.00 $ 5,218.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,032.00 $ 2,935.00 $ 5,129.00 EQ/GAMCO Small Company Value N/A $ 1,937.00 $ 2,782.00 $ 4,849.00 EQ/International Growth N/A $ 2,023.00 $ 2,920.00 $ 5,103.00 EQ/Janus Large Cap Growth++ N/A $ 1,977.00 $ 2,846.00 $ 4,968.00 EQ/JPMorgan Core Bond N/A $ 1,835.00 $ 2,616.00 $ 4,540.00 EQ/JPMorgan Value Opportunities N/A $ 1,888.00 $ 2,701.00 $ 4,701.00 EQ/Legg Mason Value Equity N/A $ 1,921.00 $ 2,757.00 $ 4,803.00 EQ/Long Term Bond N/A $ 1,832.00 $ 2,611.00 $ 4,531.00 EQ/Lord Abbett Growth and Income N/A $ 1,934.00 $ 2,777.00 $ 4,840.00 EQ/Lord Abbett Large Cap Core N/A $ 1,980.00 $ 2,851.00 $ 4,977.00 EQ/Lord Abbett Mid Cap Value N/A $ 1,925.00 $ 2,762.00 $ 4,812.00 EQ/Marsico Focus N/A $ 1,955.00 $ 2,811.00 $ 4,904.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,900.00 $ 2,721.00 $ 4,738.00 EQ/MFS Investors Trust+ N/A $ 1,888.00 $ 2,701.00 $ 4,701.00 EQ/Money Market N/A $ 1,798.00 $ 2,555.00 $ 4,425.00 EQ/Montag & Caldwell Growth N/A $ 1,934.00 $ 2,777.00 $ 4,840.00 EQ/Mutual Shares N/A $ 2,084.00 $ 3,018.00 $ 5,279.00 EQ/Oppenheimer Global N/A $ 2,343.00 $ 3,431.00 $ 5,997.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,394.00 $ 3,510.00 $ 6,131.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,379.00 $ 3,487.00 $ 6,092.00 EQ/PIMCO Real Return N/A $ 1,878.00 $ 2,686.00 $ 4,673.00 EQ/Short Duration Bond N/A $ 1,829.00 $ 2,606.00 $ 4,521.00 EQ/Small Cap Value+ N/A $ 1,925.00 $ 2,762.00 $ 4,812.00 EQ/Small Company Growth+ N/A $ 2,014.00 $ 2,906.00 $ 5,076.00 EQ/Small Company Index N/A $ 1,782.00 $ 2,529.00 $ 4,377.00 EQ/TCW Equity++ N/A $ 1,949.00 $ 2,801.00 $ 4,886.00 EQ/Templeton Growth N/A $ 2,141.00 $ 3,111.00 $ 5,444.00 EQ/UBS Growth and Income N/A $ 1,937.00 $ 2,782.00 $ 4,849.00 EQ/Van Kampen Comstock N/A $ 1,912.00 $ 2,742.00 $ 4,775.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,120.00 $ 3,077.00 $ 5,384.00 EQ/Van Kampen Mid Cap Growth N/A $ 1,940.00 $ 2,786.00 $ 4,858.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,041.00 $ 2,950.00 $ 5,156.00 - ----------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ----------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ N/A $ 1,995.00 $ 2,876.00 $ 5,022.00 - ----------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega $ 429.00 $ 1,318.00 $ 2,252.00 $ 4,794.00 EQ/FI Mid Cap $ 426.00 $ 1,309.00 $ 2,237.00 $ 4,766.00 EQ/FI Mid Cap Value+ $ 429.00 $ 1,318.00 $ 2,252.00 $ 4,794.00 EQ/Franklin Income $ 473.00 $ 1,447.00 $ 2,460.00 $ 5,174.00 EQ/Franklin Small Cap Value $ 643.00 $ 1,933.00 $ 3,227.00 $ 6,489.00 EQ/Franklin Templeton Founding Strategy** $ 478.00 $ 1,462.00 $ 2,484.00 $ 5,218.00 EQ/GAMCO Mergers and Acquisitions $ 468.00 $ 1,432.00 $ 2,435.00 $ 5,129.00 EQ/GAMCO Small Company Value $ 435.00 $ 1,337.00 $ 2,282.00 $ 4,849.00 EQ/International Growth $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,103.00 EQ/Janus Large Cap Growth++ $ 449.00 $ 1,377.00 $ 2,346.00 $ 4,968.00 EQ/JPMorgan Core Bond $ 401.00 $ 1,235.00 $ 2,116.00 $ 4,540.00 EQ/JPMorgan Value Opportunities $ 419.00 $ 1,288.00 $ 2,201.00 $ 4,701.00 EQ/Legg Mason Value Equity $ 430.00 $ 1,321.00 $ 2,257.00 $ 4,803.00 EQ/Long Term Bond $ 400.00 $ 1,232.00 $ 2,111.00 $ 4,531.00 EQ/Lord Abbett Growth and Income $ 434.00 $ 1,334.00 $ 2,277.00 $ 4,840.00 EQ/Lord Abbett Large Cap Core $ 450.00 $ 1,380.00 $ 2,351.00 $ 4,977.00 EQ/Lord Abbett Mid Cap Value $ 431.00 $ 1,325.00 $ 2,262.00 $ 4,812.00 EQ/Marsico Focus $ 442.00 $ 1,355.00 $ 2,311.00 $ 4,904.00 EQ/MFS Emerging Growth Companies+ $ 423.00 $ 1,300.00 $ 2,221.00 $ 4,738.00 EQ/MFS Investors Trust+ $ 419.00 $ 1,288.00 $ 2,201.00 $ 4,701.00 EQ/Money Market $ 388.00 $ 1,198.00 $ 2,055.00 $ 4,425.00 EQ/Montag & Caldwell Growth $ 434.00 $ 1,334.00 $ 2,277.00 $ 4,840.00 EQ/Mutual Shares $ 486.00 $ 1,484.00 $ 2,518.00 $ 5,279.00 EQ/Oppenheimer Global $ 576.00 $ 1,743.00 $ 2,931.00 $ 5,997.00 EQ/Oppenheimer Main Street Opportunity $ 594.00 $ 1,794.00 $ 3,010.00 $ 6,131.00 EQ/Oppenheimer Main Street Small Cap $ 589.00 $ 1,779.00 $ 2,987.00 $ 6,092.00 EQ/PIMCO Real Return $ 415.00 $ 1,278.00 $ 2,186.00 $ 4,673.00 EQ/Short Duration Bond $ 399.00 $ 1,229.00 $ 2,106.00 $ 4,521.00 EQ/Small Cap Value+ $ 431.00 $ 1,325.00 $ 2,262.00 $ 4,812.00 EQ/Small Company Growth+ $ 462.00 $ 1,414.00 $ 2,406.00 $ 5,076.00 EQ/Small Company Index $ 383.00 $ 1,182.00 $ 2,029.00 $ 4,377.00 EQ/TCW Equity++ $ 440.00 $ 1,349.00 $ 2,301.00 $ 4,886.00 EQ/Templeton Growth $ 506.00 $ 1,541.00 $ 2,611.00 $ 5,444.00 EQ/UBS Growth and Income $ 435.00 $ 1,337.00 $ 2,282.00 $ 4,849.00 EQ/Van Kampen Comstock $ 427.00 $ 1,312.00 $ 2,242.00 $ 4,775.00 EQ/Van Kampen Emerging Markets Equity $ 498.00 $ 1,520.00 $ 2,577.00 $ 5,384.00 EQ/Van Kampen Mid Cap Growth $ 436.00 $ 1,340.00 $ 2,286.00 $ 4,858.00 EQ/Wells Fargo Montgomery Small Cap++ $ 471.00 $ 1,441.00 $ 2,450.00 $ 5,156.00 - ------------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 455.00 $ 1,395.00 $ 2,376.00 $ 5,022.00 - ------------------------------------------------------------------------------------------------------------- Fee table 19 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 20 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 21 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum contribution amount for each type of owner and contract purchased. The following table summarizes our rules regarding contributions to your contract. Both the owner and annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are ages 81 and older at contract issue unless you elect GWBL). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The "annuitant" is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 85 o $5,000 (initial) o After-tax money. o No additional contributions o $500 (additional) may be made after attain- o $100 monthly and $300 o Paid to us by check or ment of age 86, or if later, quarterly under our auto- transfer of contract value the first contract date matic investment program in a tax-deferred exchange anniversary.* (additional) under Section 1035 of the Internal Revenue Code. - ------------------------------------------------------------------------------------------------------------------------------- 22 Contract features and benefits - -------------------------------------------------------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $5,000 (initial) o Eligible rollover distribu- o No additional contributions o $50 (additional) tions from TSA contracts or may be made after attain- other 403(b) arrangements, ment of age 86, or, if qualified plans, and later, the first contract govern- mental employer date anniversary.* 457(b) plans. o Contributions after age o Rollovers from another 70-1/2 must be net of traditional individual required minimum retirement arrangement. distributions. o Direct custodian-to- o Although we accept regular custodian transfers from IRA contributions (limited another traditional indi- to $4,000 for 2007 and vidual retirement $5,000 for 2008) under arrangement. Rollover IRA contracts, we intend that this contract be o Regular IRA contributions. used primarily for rollover and direct transfer o Additional "catch-up" contributions. contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - -------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 23 - --------------------------------------------------------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - --------------------------------------------------------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $5,000 (initial) o Rollovers from another Roth o No additional contributions IRA IRA. may be made after attain- o $50 (additional) ment of age 86, or, if o Rollovers from a "desig- later, the first contract nated Roth contribution date anniversary.* account" under a 401(k) plan or 403(b) arrange- o Conversion rollovers after ment. age 70-1/2 must be net of required minimum distribu- o Conversion rollovers from a tions for the traditional traditional IRA. IRA you are rolling over. o Direct transfers from o You cannot roll over funds another Roth IRA. from a traditional IRA if your adjusted gross income o Regular Roth IRA contribu- is $100,000 or more. tions. o Although we accept regular o Additional catch-up Roth IRA contributions (lim- contributions. ited to $4,000 for 2007 and $5,000 for 2008) under Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - --------------------------------------------------------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $5,000 (initial) o Direct transfers of pre-tax o No additional contributions funds from another contract may be made after attain- o $500 (additional) or arrangement under ment of age 86, or, if Section 403(b) of the later, the first contract Internal Revenue Code, date anniversary.* complying with IRS Revenue Ruling 90-24. o Rollover or direct transfer contributions after age o Eligible rollover distribu- 70-1/2 must be net of any tions of pre-tax funds from required minimum other 403(b) plans. Subse- distributions. quent contributions may also be rollovers from o We do not accept employer- qualified plans, remitted contributions. governmental employer 457(b) plans and traditional IRAs. - --------------------------------------------------------------------------------------------------------------------------------- 24 Contract features and benefits - -------------------------------------------------------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------------------------------------------------------- QP 20 through 75 o $5,000 (initial) o Only transfer o A separate QP contract must contributions from other be established for each plan o $500 (additional) investments within an participant. existing defined contribution qualified o We do not accept regular plan trust. ongoing payroll contribu- tions or contributions o The plan must be qualified directly from the employer. under Section 401(a) of the Internal Revenue Code. o Only one additional transfer contribution may be made o For 401(k) plans, trans- during a contract year. ferred contributions may not include any after-tax o No additional transfer con- contributions, including tributions after designated Roth contribu- participant's attainment of tions. age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - -------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 25 - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Flexible Premium 20 through 70 o $4,000 (initial) o Regular traditional IRA o No regular IRA contributions IRA contributions. in the calendar year you o $50 (additional) turn age 70-1/2 and o Additional catch-up thereafter. o $50 monthly or quarterly contributions. under our automatic invest- o Rollover and direct transfer ment program (additional) o Eligible rollover contributions may be made up distributions from TSA to attainment of age 86.* contracts or other 403(b) arrangements, o Regular contributions may qualified plans, and not exceed $4,000 for 2007 governmental employer and $5,000 for 2008. 457(b) plans. o Rollover and direct transfer o Rollovers from another contributions after age traditional individual 70-1/2 must be net of retirement arrangement. required minimum distributions. o Direct custodian-to- custodian transfers from o Although we accept rollover another traditional and direct transfer individual retirement contributions under the arrangement. Flexible Premium IRA contract, we intend that this contract be used for ongoing regular contributions. o Additional catch-up contri- butions of up to $1,000 made per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------------------------------------------------------------ 26 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Flexible Premium 20 through 85 o $4,000 (initial) o Regular after-tax contribu- o No additional contributions Roth IRA o $50 (additional) tions. may be made after the o $50 monthly or quarterly attainment of age 86, or, under our automatic invest- o Additional catch-up contri- if later, the first ment program (additional) butions. contract date anniversary.* o Rollovers from another Roth IRA. o Regular Roth IRA contribu- tions may not exceed o Rollovers from a "desig- $4,000 for 2007 and nated Roth contribution $5,000 for 2008. account" under a 401(k) plan or 403(b) arrange- o Contributions are subject to ment. income limits and other tax rules. o Conversion rollovers from a traditional IRA. o Although we accept rollover and direct transfer contribu- o Direct transfers from tions under the Flexible another Roth IRA. Premium Roth IRA contract, we intend that this contract be used for ongoing regular Roth IRA contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Contract type issue ages contributions Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Inherited IRA 0-70 o $5,000 (initial) o Direct custodian-to- o Any additional contributions Beneficiary o $1,000 (additional) custodian transfers of your must be from the same type Continuation interest as a death benefi- of IRA of the same deceased Contract (tradi- ciary of the deceased owner. tional IRA or owner's traditional indi- Roth IRA) vidual retirement o Non-spousal beneficiary arrangement or Roth IRA to direct rollover contributions an IRA of the same type. from qualified plans, 403(b) arrangements and govern- mental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. - ------------------------------------------------------------------------------------------------------------------------------------ + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 28 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or the Guaranteed withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should strongly consider "split-funding": that is, the trust holds investments in addition to this Accumulator(R) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB, GWBL and/or the enhanced death benefit base and/or greater than the Guaranteed annual withdrawal amount under GWBL. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis, and the contract is owned by a non-natural owner. Under QP contracts, all benefits are based on the age of the annuitant. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net Contract features and benefits 29 return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. 30 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), AS PORTFOLIO NAME(*) OBJECTIVE APPLICABLE) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current o AXA Equitable income - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current o AXA Equitable ALLOCATION income, with a greater emphasis on capital appreciation - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and o BlackRock Financial Management, Inc. capital appreciation, consistent with a prudent o Pacific Investment Management Company LLC level of risk. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company LLC income and capital appreciation. o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 31 - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), AS PORTFOLIO NAME(*) OBJECTIVE APPLICABLE) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), AS PORTFOLIO NAME(*) OBJECTIVE APPLICABLE) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent o AllianceBernstein L.P. BOND with moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY bear markets using strategies that are designed to limit exposure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ 32 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), AS PORTFOLIO NAME(*) OBJECTIVE APPLICABLE) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term o BlackRock Investment Management Interna- VALUE(13) growth of income, accompanied by growth of capital. tional Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to o Boston Advisors, LLC INCOME achieve an above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that o AllianceBernstein L.P. approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining o Franklin Advisers, Inc. prospects for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and o AXA Equitable FOUNDING STRATEGY(**) secondarily seeks income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 33 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), AS PORTFOLIO NAME(*) OBJECTIVE APPLICABLE) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent o JPMorgan Investment Management Inc. with moderate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with o Lord, Abbett & Co. LLC CORE reasonable risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purpose of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, o The Dreyfus Corporation preserve its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with o Pacific Investment Management Company, LLC perservation of real capital and prudent investment management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of o BlackRock Financial Management, Inc. principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible o AllianceBernstein L.P. before the deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ 34 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), AS PORTFOLIO NAME(*) OBJECTIVE APPLICABLE) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary (Americas) Inc. consideration. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC. PORTFOLIO NAME OBJECTIVE INVESTMENT MANAGER - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and Van Kampen (is the name under which Morgan long-term capital appreciation by investing Stanley Investment Management Inc. does business primarily in equity securities of companies in in certain situations) the U.S. real estate industry, including real estate investment trusts. - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - -------------------------------------------------------- FN Portfolio Name until May 29, 2007 - -------------------------------------------------------- (1) AXA Premier VIP Aggressive Equity - -------------------------------------------------------- (2) AXA Premier VIP Core Bond - -------------------------------------------------------- (3) AXA Premier VIP Health Care - -------------------------------------------------------- (4) AXA Premier VIP High Yield - -------------------------------------------------------- (5) AXA Premier VIP International Equity - -------------------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - -------------------------------------------------------- (7) AXA Premier VIP Large Cap Growth - -------------------------------------------------------- (8) AXA Premier VIP Large Cap Value - -------------------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - -------------------------------------------------------- (10) AXA Premier VIP Mid Cap Value - -------------------------------------------------------- (11) AXA Premier VIP Technology - -------------------------------------------------------- (12) EQ/Mercury Basic Value Equity - -------------------------------------------------------- (13) EQ/Mercury International Value - -------------------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVE, RISKS, AND CHARGES AND EXPENSES OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE PORTFOLIOS CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-789-7771. Contract features and benefits 35 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable 36 Contract features and benefits market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states-see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." You may have your account value transferred to any of the variable investment options available under your contract. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. We will transfer amounts from the Contract features and benefits 37 account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months, during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options (subject to restrictions in certain states. See Appendix VII later in this Prospectus.) You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, the option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day 38 Contract features and benefits of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program, you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in every state. See Appendix VII later in this Prospectus for more information on state availability. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to the benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond), and the account for special dollar cost averaging; the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in Contract features and benefits 39 this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VII later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value on any contract date anniversary until age 75. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset until the next contract date anniversary. If after your death your spouse continues this contract, the benefit base will be eligible to be reset on each contract date anniversary, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of the reset: you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II - "Purchase considerations for QP Contracts," later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA or if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit is not available. If you 40 Contract features and benefits are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age, as follows: - ---------------------------------------------------------- Level payments - ---------------------------------------------------------- Period certain years Owner's ------------------------------------------- age at exercise IRAs NQ - ---------------------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - ---------------------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon the contract date anniversary following the owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse Contract features and benefits 41 guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals, or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account under Rollover TSA contracts. - ------------------------------------------------------------ Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life - ------------------------------------------------------------ 10 $10,065 15 $15,266 - ------------------------------------------------------------ EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) QP contract into an Accumulator(R) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules; (vii) if the contract is jointly owned, you can elect to have the Guaran- 42 Contract features and benefits teed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age; and (viii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions, adjusted for withdrawals (and any associated withdrawal charges). The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 through 85 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death, adjusted for subsequent withdrawals (and associated withdrawal charges), whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFIT APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM ROTH IRA, AND ROLLOVER TSA CONTRACTS; 20 THROUGH 70 AT ISSUE OF FLEXIBLE PREMIUM IRA CONTRACTS; 0 THROUGH 70 AT ISSUE FOR INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability (see Appendix VII later in this Prospectus for state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life, the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Contract features and benefits 43 If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be calculated based on the annuitant's age. For an example of how the Earnings enhancement death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If 44 Contract features and benefits the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. This benefit is not available under an Inherited IRA contract. Joint life QP and TSA contracts are not permitted. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed withdrawal benefit for life. See "Owner and annuitant requirements" earlier in this section. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or on the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - -------------------------------------------------------------------------------- Age Applicable percentage - -------------------------------------------------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - -------------------------------------------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such with- Contract features and benefits 45 drawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your Income base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your Income base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; 46 Contract features and benefits o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make; See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides a higher amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. Contract features and benefits 47 For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Principal guarantee benefit. See "Owner and annuitant requirements" earlier in this section. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later 48 Contract features and benefits in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, Spousal continuation, special dollar cost averaging program, automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue tak ing required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options, and (iv) any interest in the account for special dollar cost averaging, through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii) or (iv) above). Contract features and benefits 49 For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or Flexible Premium IRA contract, whichever applies. Our processing office, or your financial professional, can provide you with the cancellation instructions. 50 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging; and (v) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges; (ii) any applicable withdrawal charges; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option less daily charges for: (i) mortality and expense risks; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. Determining your contract's value 51 PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. 52 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. Some states may have additional transfer restrictions. Please see Appendix VII later in this Prospectus. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or, (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. Transferring your money among investment options 53 We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer out of the guaranteed interest option to initiate the rebalancing program will not be permit- 54 Transferring your money among investment options ted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. Transferring your money among investment options 55 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ----------------------------------------------------------- Pre-age Lifetime 59-1/2 required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Flexible Premium IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Flexible Premium Roth IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Inherited IRA Yes No No * QP** Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA*** Yes Yes No Yes - -------------------------------------------------------------------------------- * This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. ** All payments are made to the trust as the owner of the contract. ***For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. 56 Accessing your money SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions.) You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA, Roth Conversion IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, Flexible Premium IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA, Flexible Premium IRA, and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, Accessing your money 57 when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawals may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset" in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during a contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the 58 Accessing your money Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the Excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life " in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the "loan reserve account." Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the Accessing your money 59 loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners, while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable) if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. 60 Accessing your money - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for owners and annu- Period certain annuity itants age 83 or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contract that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life, and after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable income annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of Accessing your money 61 your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options, no withdrawal charge is imposed under the Accumulator(R). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. 62 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.80% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option. The charge, together with the annual administrative charge described below, is to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.20% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account Charges and expenses 63 for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits, except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non-life contingent payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - -------------------------------------------------------------------------------- Contract year - -------------------------------------------------------------------------------- 1 2 3 4 5 6 7 8+ - -------------------------------------------------------------------------------- Percentage of contribution 7% 7% 6% 6% 5% 3% 1% 0% - -------------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. Please see Appendix VII later in this Prospectus for possible withdrawal charge schedule variations in your state. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% free withdrawal amount. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract) and (2) the 10% free withdrawal amount defined above. Certain withdrawals. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount.. If your withdrawals exceed the amount described above, this waiver is not applicable to that withdrawal nor to any subsequent withdrawal for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawals during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. Disability, terminal illness, or confinement to nursing home. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been confined to a nursing home for more than 90 days (or such other period, 64 Charges and expenses as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: - its main function is to provide skilled, intermediate, or custodial nursing care; - it provides continuous room and board to three or more persons; - it is supervised by a registered nurse or licensed practical nurse; - it keeps daily medical records of each patient; - it controls and records all medications dispensed; and - its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.65% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state).If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If such amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaran- Charges and expenses 65 teed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge, or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. 66 Charges and expenses We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 67 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint Life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint 68 Payment of death benefit owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. Payment of death benefit 69 o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum 70 Payment of death benefit distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. Payment of death benefit 71 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator's(R) choice of death benefits, the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit, special dollar cost averaging, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 72 Tax information TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual payments and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: Tax information 73 o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the "Withdrawal Option" selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2, a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically include mutual funds and/or individual stocks and securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 74 Tax information ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA or Roth IRA. The traditional IRAs we offer are the Rollover IRA and Flexible Premium IRA. The versions of the Roth IRA available are the Roth Conversion IRA and Flexible Premium Roth IRA. We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) IRA or Accumulator(R) Roth IRA with optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel with a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000 your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch-up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. "Catch-up" contributions may be made as described above for spouses who Tax information 75 are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions". That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted x - ---------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 "catch-up" contributions. See "Excess contributions" later in this section. You must keep your own records of 76 Tax information deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custodial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan, such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee Tax information 77 or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year; or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If 78 Tax information you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions Background on Regulations--Required Minimum Distributions. Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your Required Beginning Date, which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year -- the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the Tax information 79 time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owners death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, no amounts are required to be paid until after your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed- eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments, using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" earlier in this section. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under 80 Tax information either option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Roth IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA or a Flexible Premium Roth IRA contract. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007, and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian, trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; Tax information 81 o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after o a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is computed without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the tradi- For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the tradi-82 Tax information tional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to the special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2; or older or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped and added together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Tax information 83 Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally, there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Internal Revenue Code or a custodial account that invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax funds in the Rollover TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contribu- 84 Tax information tions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA contract with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds, and o the Accumulator(R) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Rollover TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who provided the funds to purchase the TSA you are transferring to the Accumulator(R) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us Tax information 85 in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity Payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonfor- feitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest out standing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same 86 Tax information employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over an "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Tax information 87 Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to non-United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at any time. FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for 88 Tax information your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 89 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account No. 49 operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from, the Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs, which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - -------------------------------------------------------------------------- 90 More information - -------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------- 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMO's maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options and the account for special dollar cost averaging, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. More information 91 We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account . The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have its signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, Inherited IRA Beneficiary Continuation (traditional IRA or Roth IRA), QP or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300 quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, the minimum amount is $50. Under the IRA contracts, these amounts are subject to the tax maximums. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options, but not the account for special dollar cost averaging. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing 92 More information procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of shares of the Trusts, we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's annuity and/or variable life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. More information 93 Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB, and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial professional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution- based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 7.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. 94 More information The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 95 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. 96 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.30%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION - -------------------------------------------------------------------------------- For the years ended December 31, ------------------------------------------- 2006 - -------------------------------------------------------------------------------- AXA Aggressive Allocation - -------------------------------------------------------------------------------- Unit value $ 13.91 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 4,973 - -------------------------------------------------------------------------------- AXA Conservative Allocation - -------------------------------------------------------------------------------- Unit value $ 11.46 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 590 - -------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - -------------------------------------------------------------------------------- Unit value $ 12.12 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,414 - -------------------------------------------------------------------------------- AXA Moderate Allocation - -------------------------------------------------------------------------------- Unit value $ 12.65 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 8,363 - -------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - -------------------------------------------------------------------------------- Unit value $ 14.01 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 17,150 - -------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - -------------------------------------------------------------------------------- Unit value $ 12.96 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 94 - -------------------------------------------------------------------------------- AXA Premier VIP Core Bond - -------------------------------------------------------------------------------- Unit value $ 10.76 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 333 - -------------------------------------------------------------------------------- AXA Premier VIP Health Care - -------------------------------------------------------------------------------- Unit value $ 12.84 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 177 - -------------------------------------------------------------------------------- AXA Premier VIP High Yield - -------------------------------------------------------------------------------- Unit value $ 12.44 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 448 - -------------------------------------------------------------------------------- AXA Premier VIP International Equity - -------------------------------------------------------------------------------- Unit value $ 18.43 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 386 - -------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - -------------------------------------------------------------------------------- Unit value $ 13.53 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 62 - -------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - -------------------------------------------------------------------------------- Unit value $ 11.54 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 176 - -------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - -------------------------------------------------------------------------------- Unit value $ 15.57 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 264 - -------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - -------------------------------------------------------------------------------- Unit value $ 13.44 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 212 - -------------------------------------------------------------------------------- Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the years ended December 31, ------------------------------------------- 2006 - -------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - -------------------------------------------------------------------------------- Unit value $ 15.00 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 224 - -------------------------------------------------------------------------------- AXA Premier VIP Technology - -------------------------------------------------------------------------------- Unit value $ 12.42 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 112 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - -------------------------------------------------------------------------------- Unit value $ 13.65 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 869 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - -------------------------------------------------------------------------------- Unit value $ 14.73 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 449 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - -------------------------------------------------------------------------------- Unit value $ 10.27 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 63 - -------------------------------------------------------------------------------- EQ/AllianceBernstein International - -------------------------------------------------------------------------------- Unit value $ 18.04 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 800 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - -------------------------------------------------------------------------------- Unit value $ 12.31 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 180 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - -------------------------------------------------------------------------------- Unit value $ 10.73 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 364 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - -------------------------------------------------------------------------------- Unit value $ 14.29 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 213 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Value - -------------------------------------------------------------------------------- Unit value $ 15.23 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,142 - -------------------------------------------------------------------------------- EQ/Ariel Appreciation II - -------------------------------------------------------------------------------- Unit value $ 11.37 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 124 - -------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - -------------------------------------------------------------------------------- Unit value $ 11.05 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 160 - -------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - -------------------------------------------------------------------------------- Unit value $ 2.77 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 989 - -------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - -------------------------------------------------------------------------------- Unit value $ 11.94 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 101 - -------------------------------------------------------------------------------- EQ/Capital Guardian Growth - -------------------------------------------------------------------------------- Unit value $ 11.90 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 604 - -------------------------------------------------------------------------------- EQ/Capital Guardian International - -------------------------------------------------------------------------------- Unit value $ 17.03 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 625 - -------------------------------------------------------------------------------- EQ/Capital Guardian Research - -------------------------------------------------------------------------------- Unit value $ 13.57 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 276 - -------------------------------------------------------------------------------- A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the years ended December 31, ------------------------------------------- 2006 - -------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - -------------------------------------------------------------------------------- Unit value $ 13.20 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 501 - -------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - -------------------------------------------------------------------------------- Unit value $ 3.35 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 966 - -------------------------------------------------------------------------------- EQ/Davis New York Venture - -------------------------------------------------------------------------------- Unit value $ 10.85 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 406 - -------------------------------------------------------------------------------- EQ/Equity 500 Index - -------------------------------------------------------------------------------- Unit value $ 13.65 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 553 - -------------------------------------------------------------------------------- EQ/Evergreen International Bond - -------------------------------------------------------------------------------- Unit value $ 9.95 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 316 - -------------------------------------------------------------------------------- EQ/Evergreen Omega - -------------------------------------------------------------------------------- Unit value $ 12.09 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 81 - -------------------------------------------------------------------------------- EQ/FI Mid Cap - -------------------------------------------------------------------------------- Unit value $ 14.99 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 587 - -------------------------------------------------------------------------------- EQ/FI Mid Cap Value - -------------------------------------------------------------------------------- Unit value $ 15.64 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 506 - -------------------------------------------------------------------------------- EQ/Franklin Income - -------------------------------------------------------------------------------- Unit value $ 10.43 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 828 - -------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - -------------------------------------------------------------------------------- Unit value $ 10.82 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 123 - -------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - -------------------------------------------------------------------------------- Unit value $ 11.43 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 231 - -------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - -------------------------------------------------------------------------------- Unit value $ 43.04 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 156 - -------------------------------------------------------------------------------- EQ/International Growth - -------------------------------------------------------------------------------- Unit value $ 6.33 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 363 - -------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - -------------------------------------------------------------------------------- Unit value $ 12.77 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 80 - -------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - -------------------------------------------------------------------------------- Unit value $ 10.84 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,106 - -------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - -------------------------------------------------------------------------------- Unit value $ 14.59 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 104 - -------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - -------------------------------------------------------------------------------- Unit value $ 11.22 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 314 - -------------------------------------------------------------------------------- Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the years ended December 31, ------------------------------------------- 2006 - -------------------------------------------------------------------------------- EQ/Long Term Bond - -------------------------------------------------------------------------------- Unit value $ 7.67 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 249 - -------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - -------------------------------------------------------------------------------- Unit value $ 12.32 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 291 - -------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - -------------------------------------------------------------------------------- Unit value $ 11.83 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 92 - -------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - -------------------------------------------------------------------------------- Unit value $ 12.50 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 408 - -------------------------------------------------------------------------------- EQ/Marsico Focus - -------------------------------------------------------------------------------- Unit value $ 13.60 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,416 - -------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - -------------------------------------------------------------------------------- Unit value $ 14.42 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 385 - -------------------------------------------------------------------------------- EQ/Mercury International Value - -------------------------------------------------------------------------------- Unit value $ 18.04 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 590 - -------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - -------------------------------------------------------------------------------- Unit value $ 13.00 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 58 - -------------------------------------------------------------------------------- EQ/MFS Investors Trust - -------------------------------------------------------------------------------- Unit value $ 13.69 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 37 - -------------------------------------------------------------------------------- EQ/Money Market - -------------------------------------------------------------------------------- Unit value $ 10.24 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 702 - -------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - -------------------------------------------------------------------------------- Unit value $ 1.98 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 449 - -------------------------------------------------------------------------------- EQ/Mutual Shares - -------------------------------------------------------------------------------- Unit value $ 10.71 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 666 - -------------------------------------------------------------------------------- EQ/Oppenheimer Global - -------------------------------------------------------------------------------- Unit value $ 11.10 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 158 - -------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Cap - -------------------------------------------------------------------------------- Unit value $ 11.10 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 96 - -------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - -------------------------------------------------------------------------------- Unit value $ 10.93 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 35 - -------------------------------------------------------------------------------- EQ/PIMCO Real Return - -------------------------------------------------------------------------------- Unit value $ 8.59 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 841 - -------------------------------------------------------------------------------- EQ/Short Duration Bond - -------------------------------------------------------------------------------- Unit value $ 9.87 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 111 - -------------------------------------------------------------------------------- A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the years ended December 31, ------------------------------------------- 2006 - -------------------------------------------------------------------------------- EQ/Small Cap Value - -------------------------------------------------------------------------------- Unit value $ 14.93 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 327 - -------------------------------------------------------------------------------- EQ/Small Company Growth - -------------------------------------------------------------------------------- Unit value $ 5.09 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 574 - -------------------------------------------------------------------------------- EQ/Small Company Index - -------------------------------------------------------------------------------- Unit value $ 14.85 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 370 - -------------------------------------------------------------------------------- EQ/TCW Equity - -------------------------------------------------------------------------------- Unit value $ 6.37 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 154 - -------------------------------------------------------------------------------- EQ/Templeton Growth - -------------------------------------------------------------------------------- Unit value $ 10.76 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 526 - -------------------------------------------------------------------------------- EQ/UBS Growth and Income - -------------------------------------------------------------------------------- Unit value $ 2.47 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 473 - -------------------------------------------------------------------------------- EQ/Van Kampen Comstock - -------------------------------------------------------------------------------- Unit value $ 11.93 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 664 - -------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - -------------------------------------------------------------------------------- Unit value $ 24.80 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 625 - -------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - -------------------------------------------------------------------------------- Unit value $ 13.35 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 298 - -------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - -------------------------------------------------------------------------------- Unit value $ 14.27 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 173 - -------------------------------------------------------------------------------- U.S. Real Estate -- Class II - -------------------------------------------------------------------------------- Unit value $ 23.14 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 450 - -------------------------------------------------------------------------------- Appendix I: Condensed financial information A-5 Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution, and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. B-1 Appendix II: Purchase considerations for QP contracts Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - ---------------------------------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 -------------------------------------------------- 5.00% 9.00% - ---------------------------------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - ---------------------------------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - ---------------------------------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - ---------------------------------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ---------------------------------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - ---------------------------------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ---------------------------------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ---------------------------------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ---------------------------------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ---------------------------------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - ---------------------------------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 ---------------- = ------------------ where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 --------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) Appendix III: Market value adjustment example C-1 Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - ---------------------------------------------------------------------------------------------------------- End of Contract 6% Roll-up to Age 85 Annual Ratchet to Age 85 Gwbl Enhanced Year Account Value Enhanced Death Benefit Enhanced Death Benefit Death Benefit - ---------------------------------------------------------------------------------------------------------- 1 $105,000 $ 106,000(4) $ 105,000(1) $ 105,000(5) - ---------------------------------------------------------------------------------------------------------- 2 $115,500 $ 112,360(3) $ 115,500(1) $ 115,500(5) - ---------------------------------------------------------------------------------------------------------- 3 $129,360 $ 119,102(3) $ 129,360(1) $ 129,360(5) - ---------------------------------------------------------------------------------------------------------- 4 $103,488 $ 126,248(4) $ 129,360(2) $ 135,828(6) - ---------------------------------------------------------------------------------------------------------- 5 $113,837 $ 133,823(4) $ 129,360(2) $ 142,296(6) - ---------------------------------------------------------------------------------------------------------- 6 $127,497 $ 141,852(4) $ 129,360(2) $ 148,764(6) - ---------------------------------------------------------------------------------------------------------- 7 $127,497 $ 150,363(4) $ 129,360(2) $ 155,232(6) - ---------------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. D-1 Appendix IV: Enhanced death benefit example Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.61)% and 3.39% for the Accumulator(R) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the enhanced death benefit, the Earnings enhancement benefit, and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised, and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix V: Hypothetical illustrations E-1 Variable deferred annuity Accumulator(R) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 or Annual Lifetime Annual Ratchet to age Guaranteed Minimum Income Benefit 85 Guaranteed Total Death Benefit ---------------------------------- Minimum Death with the Earnings Guaranteed Hypothetical Account Value Cash Value Benefit enhancement benefit Income Income Contract ------------------- ------------------ ------------------- ------------------- ----------------- ---------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ----- --------- --------- --------- -------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,671 101,650 88,671 94,650 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 91,387 103,268 85,387 97,268 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 87,142 104,846 81,142 98,846 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 82,930 106,380 77,930 101,380 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 78,743 107,862 75,743 104,862 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 74,575 109,284 73,575 108,284 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 70,420 110,638 70,420 110,638 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 66,270 111,917 66,270 111,917 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 62,118 113,109 62,118 113,109 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 41,004 117,409 41,004 117,409 226,090 226,090 276,527 276,527 13,520 13,520 13,520 13,520 79 20 18,546 117,701 18,546 117,701 302,560 302,560 383,584 383,584 20,272 20,272 20,272 20,272 84 25 0 111,751 0 111,751 0 404,893 0 493,179 0 32,391 0 32,391 89 30 0 111,765 0 111,765 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 114,924 0 114,924 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 115,614 0 115,614 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a policy would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual policy years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. E-2 Appendix V: Hypothetical illustrations Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3,000 withdrawal $6,000 withdrawal ------------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 ------------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 ------------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death benefit less net contributions (prior to the withdrawal in D). 4,000 4,000 4,000 B minus A. ------------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 ------------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero ------------------------------------------------------------------------------------------------------------------- Net contributions (adjusted for the withdrawal in D) F A minus E 100,000 100,000 98,000 ------------------------------------------------------------------------------------------------------------------- Death benefit (adjusted for the withdrawal in D) G B minus D 104,000 101,000 98,000 ------------------------------------------------------------------------------------------------------------------- Death benefit less net contributions H G minus F 4,000 1,000 0 ------------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% ------------------------------------------------------------------------------------------------------------------- J Earnings enhancement benefit H times I 1,600 400 0 ------------------------------------------------------------------------------------------------------------------- Death benefit: including Earnings enhancement benefit K G plus J 105,600 101,400 98,000 ------------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. Appendix VI: Earnings enhancement benefit example F-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to If you reside in the state of California and you are age 60 cancel within a certain number of days." and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a transfer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee benefit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable investment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS Effective on or about August 6, 2007, this contract will be available to Massachusetts residents with the following variations: Annual administrative charge The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. See "Disability, terminal illness or confinement This section is deleted in its entirety. to nursing home" under "Withdrawal charge" in "Charges and expenses" - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA See "Disability, terminal illness, or confinement Item (iii) under this section is deleted in its entirety to nursing home" under "Withdrawal charge" in "Charges and expenses" Required disclosure for Pennsylvania customers Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - ------------------------------------------------------------------------------------------------------------------------------------ G-1 Appendix VII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA Not Available contracts Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Annual administrative charge" in "Charges The annual administrative charge will be deducted from the and expenses" value in the variable investment options on a pro rata basis. - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option Not Available Investment simplifier -- Fixed-dollar option Not Available and Interest sweep option Fixed maturity options Not Available Income Manager(SM) payout option Not Available Earnings enhancement benefit Not Available Special dollar cost averaging program o Available only at issue o Subsequent contributions cannot be used to elect new programs. You may make subsequent contributions to the initial programs while they are still running. See "Guaranteed minimum death benefit/Guaranteed mini- Your "Greater of 4% Roll-Up to Age 85 or Annual Ratchet mum income benefit roll-up benefit base reset" in to age 85 enhanced death benefit" benefit base will reset "Contract features and benefits" only if your account value is greater than your Guaranteed minimum income benefit base. See "Guaranteed minimum death benefit" in "Contract You have a choice of the standard death benefit, the Annual features and benefits" Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges The annual administrative charge will be deducted from the and expenses" value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" The 10% free withdrawal amount applies to full surrenders. value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" under The annuitant has qualified to receive Social Security "Disability, terminal illness, or confinement to nursing disability benefits as certified by the Social Security home" Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total dis- ability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. - ----------------------------------------------------------------------------------------------------------------------------------- Appendix VII: State contract availability and/or variations of certain features and benefits G-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 2 How to Obtain an Accumulator(R) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip x01479/Core '02, OR, '04, '06, Jumpstart '07 and '07 Series Accumulator(R) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 29, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS ACCUMULATOR(R)? Accumulator(R) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options, or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/Lord Abbett Growth and Income o AXA Conservative Allocation(1) o EQ/Lord Abbett Large Cap Core o AXA Conservative-Plus Allocation(1) o EQ/Lord Abbett Mid Cap Value o AXA Moderate Allocation(1) o EQ/Marsico Focus o AXA Moderate-Plus Allocation(1) o EQ/Money Market o EQ/AllianceBernstein Common Stock o EQ/Montag & Caldwell Growth o EQ/AllianceBernstein Intermediate o EQ/Mutual Shares Government Securities o EQ/Oppenheimer Global o EQ/AllianceBernstein International o EQ/Oppenheimer Main Street o EQ/AllianceBernstein Large Cap Opportunity Growth o EQ/Oppenheimer Main Street Small o EQ/AllianceBernstein Quality Bond Cap o EQ/AllianceBernstein Small Cap o EQ/PIMCO Real Return Growth o EQ/Short Duration Bond o EQ/AllianceBernstein Value o EQ/Small Company Index o EQ/Ariel Appreciation II o EQ/TCW Equity* o EQ/AXA Rosenberg Value Long/Short o EQ/Templeton Growth Equity o EQ/UBS Growth and Income o EQ/BlackRock Basic Value Equity o EQ/Van Kampen Comstock o EQ/BlackRock International Value o EQ/Van Kampen Emerging Markets o EQ/Boston Advisors Equity Income Equity o EQ/Calvert Socially Responsible o EQ/Van Kampen Mid Cap Growth o EQ/Capital Guardian Growth o EQ/Van Kampen Real Estate** o EQ/Capital Guardian Research o MarketPLUS International Core o EQ/Caywood-Scholl High Yield Bond o MarketPLUS Large Cap Core o EQ/Davis New York Venture o MarketPLUS Large Cap Growth o EQ/Equity 500 Index o MarketPLUS Mid Cap Value o EQ/Evergreen International Bond o Multimanager Aggressive Equity o EQ/Evergreen Omega o Multimanager Core Bond o EQ/FI Mid Cap o Multimanager Health Care o EQ/Franklin Income o Multimanager High Yield o EQ/Franklin Small Cap Value o Multimanager International Equity o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity Strategy o Multimanager Large Cap Growth o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth o EQ/International Growth o Multimanager Mid Cap Value o EQ/JPMorgan Core Bond o Multimanager Small Cap Growth o EQ/JPMorgan Value Opportunities o Multimanager Small Cap Value o EQ/Legg Mason Value Equity o Multimanager Technology o EQ/Long Term Bond - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * The name of the investment option will change to EQ/T. Rowe Price Growth Stock on or about July 9, 2007, subject to regulatory approval. ** This investment option will be available on or about July 9, 2007, subject to regulatory approval. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust or the EQ Advisors Trust (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity options, and the account for special dollar cost averaging, which are discussed later in this Prospectus. If you elect a Principal guarantee benefit, the Guaranteed withdrawal benefit for life or the Guaranteed minimum income benefit without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA or Roth IRA. We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion IRA" and "Flexible Premium Roth IRA." o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An annuity that is an investment vehicle for a qualified defined contribution plans and certain qualified defined benefit plans ("QP"). (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP, or Rollover TSA contract. For Flexible Premium IRA or Flexible Premium Roth IRA contracts, we require a contribution of $4,000 to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 29, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01460/Core '07 Series/new biz only (R-4/15) Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 15 Condensed financial information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 25 How you can make your contributions 25 What are your investment options under the contract? 25 Portfolios of the Trusts 27 Allocating your contributions 33 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 35 Annuity purchase factors 37 Guaranteed minimum income benefit 37 Guaranteed minimum death benefit 39 Guaranteed withdrawal benefit for life ("GWBL") 41 Principal guarantee benefits 44 Inherited IRA beneficiary continuation contract 45 Your right to cancel within a certain number of days 46 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 48 - -------------------------------------------------------------------------------- Your account value and cash value 48 Your contract's value in the variable investment options 48 Your contract's value in the guaranteed interest option 48 Your contract's value in the fixed maturity options 48 Your contract's value in the account for special dollar cost averaging 48 Insufficient account value 48 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 50 - -------------------------------------------------------------------------------- Transferring your account value 50 Disruptive transfer activity 50 Rebalancing your account value 51 - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 52 - -------------------------------------------------------------------------------- Withdrawing your account value 52 How withdrawals are taken from your account value 54 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 54 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 55 Withdrawals treated as surrenders 55 Loans under Rollover TSA contracts 55 Surrendering your contract to receive its cash value 56 When to expect payments 56 Your annuity payout options 56 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 59 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 59 Charges that the Trusts deduct 63 Group or sponsored arrangements 63 Other distribution arrangements 63 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 64 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 64 Beneficiary continuation option 66 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 69 - -------------------------------------------------------------------------------- Overview 69 Buying a contract to fund a retirement arrangement 69 Transfers among investment options 69 Taxation of nonqualified annuities 69 Individual retirement arrangements (IRAs) 71 Tax-sheltered annuity contracts (TSAs) 81 Federal and state income tax withholding and information reporting 85 Special rules for contracts funding qualified plans 86 Impact of taxes to AXA Equitable 86 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 87 - -------------------------------------------------------------------------------- About Separate Account No. 49 87 About the Trusts 87 About our fixed maturity options 87 About the general account 88 About other methods of payment 89 Dates and prices at which contract events occur 89 About your voting rights 90 About legal proceedings 90 Financial statements 90 Transfers of ownership, collateral assignments, loans and borrowing 91 About Custodial IRAs 91 Distribution of the contracts 91 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 94 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 3% Roll-Up to age 85 36 6% Roll-Up to age 85 35 6-1/2% Roll-Up to age 85 35 account for special dollar cost averaging 33 account value 48 administrative charge 59 annual administrative charge 59 Annual Ratchet 43 Annual Ratchet to age 85 enhanced death benefit 35 annuitant 20 annuitization 56 annuity maturity date 58 annuity payout options 56 annuity purchase factors 37 automatic investment program 89 AXA Allocation portfolios cover beneficiary 64 Beneficiary continuation option ("BCO") 66 benefit base 42 business day 89 cash value 48 charges for state premium and other applicable taxes 62 contract date 25 contract date anniversary 25 contract year 25 contributions to Roth IRAs 78 regular contributions 78 rollovers and transfers 78 conversion contributions 79 contributions to traditional IRAs 72 regular contributions 72 rollovers and transfers 74 disability, terminal illness or confinement to nursing home 60 disruptive transfer activity 50 Distribution Charge 59 Earnings enhancement benefit 40 Earnings enhancement benefit charge 62 EQAccess 7 ERISA 55 Fixed-dollar option 34 fixed maturity options 32 Flexible Premium IRA cover Flexible Premium Roth IRA cover free look 46 free withdrawal amount 60 general account 88 General dollar cost averaging 34 guaranteed interest option 32 Guaranteed minimum death benefit 36 Guaranteed minimum income benefit and the Roll-Up benefit base reset option 36 - -------------------------------------------------------------------------------- Page Guaranteed minimum income benefit 37 Guaranteed minimum income benefit charge 61 Guaranteed minimum income benefit "no lapse guarantee" 39 Guaranteed withdrawal benefit for life 41 Guaranteed withdrawal benefit for life charge 62 IRA cover IRS 69 Inherited IRA cover Investment simplifier 34 investment options cover lifetime required minimum distribution withdrawals 53 loan reserve account 56 loans under Rollover TSA 55 market adjusted amount 32 market value adjustment 32 market timing 50 maturity dates 32 maturity value 32 Mortality and expense risks charge 59 NQ cover partial withdrawals 52 participant 25 permitted variable investment options 26 portfolio cover Principal guarantee benefits 44 processing office 7 QP cover rate to maturity 32 Rebalancing 51 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 33 Separate Account No. 49 87 Special dollar cost averaging 33 standard death benefit 35 substantially equal withdrawals 53 Spousal continuation 65 systematic withdrawals 53 TOPS 7 TSA cover traditional IRA cover Trusts 87 unit 48 variable investment options 26 wire transmittals and electronic applications 89 withdrawal charge 60 - -------------------------------------------------------------------------------- To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract. - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) - -------------------------------------------------------------------------------- 4 Index of key words and phrases - ------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - ------------------------------------------------------------------------------- variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit Guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDITIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDITIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. Who is AXA Equitable? 7 WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA or Flexible Premium Roth IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base; (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit; and (20) requests to collaterally assign your NQ contract. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, both must sign. 8 Who is AXA Equitable? Accumulator(R) at a glance -- key features - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator's(R) variable investment options invest in different portfolios managed by professional management investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Account for special dollar Available for dollar cost averaging all or a portion of any eligible contribution to your contract. cost averaging - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. ------------------------------------------------------------------------------------------------------- o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during your life once you income benefit elect to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal The Guaranteed withdrawal benefit for life option ("GWBL") guarantees that you can take withdrawals of benefit for life up to a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o NQ, Rollover IRA, Roth Conversion IRA, Inherited IRA, QP and Rollover TSA contracts o Initial minimum: $5,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ, Rollover IRA and Roth conversion IRA contracts) $50 (IRA contracts) $1000 (Inherited IRA contracts) ------------------------------------------------------------------------------------------------------- o Flexible Premium IRA and Flexible Premium Roth IRA contracts o Initial minimum: $4,000 o Additional minimum: $ 50 $50 under our automatic investment program ------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) at a glance -- key features 9 - -------------------------------------------------------------------------------- Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - -------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - -------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for certain withdrawals, disability, terminal illness, or confinement to a nursing home o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Roll-Up benefit base reset - -------------------------------------------------------------------------------- Fees and charges Please see "Fee table" later in this section for complete details. - -------------------------------------------------------------------------------- Owner and annuitant issue NQ: 0-85 ages Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA and Rollover TSA: 20-85 Flexible Premium IRA: 20-70 Inherited IRA: 0-70 QP (Defined Contribution and Defined Benefit): 20-75 - -------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 Accumulator(R) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------ Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------ Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 7.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - ------------------------------------------------------------------------------------------ Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------ Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $30 If your account value on a contract date anniversary is $50,000 or more $0 - ------------------------------------------------------------------------------------------ Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 0.80% Administrative 0.30% Distribution 0.20% ----- Total Separate account annual expenses 1.30% - ------------------------------------------------------------------------------------------ Charges we deduct from your account value each year if you elect any of the following optional benefits - ------------------------------------------------------------------------------------------ Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect). Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6-1/2% Roll-Up to age 85 or Annual Ratchet to age 85 0.80%(4) If you elect to reset this benefit base, if applicable, we reserve the right to increase your charge up to: 0.95% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.65%(4) If you elect to reset this benefit base, if applicable, we reserve the right to increase your charge up to: 0.80% Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85 0.65% GWBL Enhanced death benefit 0.30% - ------------------------------------------------------------------------------------------ Fee table 11 - ---------------------------------------------------------------------------------------------------------------- Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anni- versary for which the benefit is in effect) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - ---------------------------------------------------------------------------------------------------------------- Guaranteed minimum income benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) If you elect the Guaranteed minimum income benefit that includes the 6-1/2% Roll-Up benefit base 0.80%(4) If you elect to reset this benefit base, we reserve the right to increase your charge up to: 1.10% If you elect the Guaranteed minimum income benefit that includes the 6% Roll-Up benefit base 0.65%(4) If you elect to reset this Roll-Up benefit base, we reserve the right to increase your charge up to: 0.95% - ---------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect) 0.35% - ---------------------------------------------------------------------------------------------------------------- Guaranteed withdrawal benefit for life benefit charge (calculated 0.60% for the Single Life option as a percentage of the GWBL benefit base. Deducted annually(2) on 0.75% for the Joint Life option each contract date anniversary). If your GWBL benefit base ratchets, we reserve the right to increase your charge up to: 0.75% for the Single Life option 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ---------------------------------------------------------------------------------------------------------------- Net loan interest charge - Rollover TSA contracts only (calculated and deducted daily as a percentage of the outstanding loan amount) 2.00%(5) - ---------------------------------------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ---------------------------------------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets - ---------------------------------------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(6) 0.63% 3.15% - ---------------------------------------------------------------------------------------------------------------- 12 Fee table - --------------------------------------------------------------------------------------------- This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - --------------------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - --------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - --------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% AXA Conservative Allocation 0.10% 0.25% 0.22% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% AXA Moderate Allocation 0.10% 0.25% 0.17% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% Multimanager Aggressive Equity 0.61% 0.25% 0.19% Multimanager Core Bond 0.59% 0.25% 0.18% Multimanager Health Care 1.20% 0.25% 0.23% Multimanager High Yield 0.58% 0.25% 0.18% Multimanager International Equity 1.02% 0.25% 0.26% Multimanager Large Cap Core Equity 0.90% 0.25% 0.20% Multimanager Large Cap Growth 0.90% 0.25% 0.22% Multimanager Large Cap Value 0.88% 0.25% 0.22% Multimanager Mid Cap Growth 1.10% 0.25% 0.20% Multimanager Mid Cap Value 1.10% 0.25% 0.21% Multimanager Small Cap Growth+ 1.05% 0.25% 0.23% Multimanager Small Cap Value+ 1.03% 0.25% 0.18% Multimanager Technology 1.20% 0.25% 0.23% - --------------------------------------------------------------------------------------------- EQ Advisors Trust: - --------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% EQ/BlackRock Basic Value Equity 0.55% 0.25% 0.14% EQ/BlackRock International Value 0.82% 0.25% 0.21% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% EQ/Capital Guardian Research 0.65% 0.25% 0.13% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% EQ/Davis New York Venture 0.85% 0.25% 0.74% EQ/Equity 500 Index 0.25% 0.25% 0.13% EQ/Evergreen International Bond 0.70% 0.25% 0.23% EQ/Evergreen Omega 0.65% 0.25% 0.21% EQ/FI Mid Cap 0.68% 0.25% 0.15% EQ/Franklin Income 0.90% 0.25% 0.38% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% EQ/Franklin Templeton Founding Strategy 0.05% 0.25% 0.21% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% EQ/International Growth 0.85% 0.25% 0.35% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% EQ/Long Term Bond 0.43% 0.25% 0.15% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% EQ/Marsico Focus 0.85% 0.25% 0.13% EQ/Money Market 0.33% 0.25% 0.14% - --------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------ Total Acquired Annual Net Total Fund Fees Expenses Fee Waiv- Annual and (Before ers and/or Expenses Expenses Expense Expense (After (Underlying Limita- Reimburse- Expense Portfolio Name Portfolios)(10) tions) ments(11) Limitations) - ------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity -- 1.05% -- 1.05% Multimanager Core Bond -- 1.02% (0.07)% 0.95% Multimanager Health Care -- 1.68% 0.00% 1.68% Multimanager High Yield -- 1.01% -- 1.01% Multimanager International Equity -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value 0.03% 1.59% 0.00% 1.59% Multimanager Small Cap Growth+ -- 1.53% 0.00% 1.53% Multimanager Small Cap Value+ -- 1.46% 0.00% 1.46% Multimanager Technology -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity -- 0.94% 0.00% 0.94% EQ/BlackRock International Value -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth -- 1.06% (0.11)% 0.95% EQ/Capital Guardian Research -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index -- 0.63% -- 0.63% EQ/Evergreen International Bond -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega -- 1.11% 0.00% 1.11% EQ/FI Mid Cap -- 1.08% (0.08)% 1.00% EQ/Franklin Income -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value -- 1.17% 0.00% 1.17% EQ/International Growth -- 1.45% 0.00% 1.45% EQ/JPMorgan Core Bond -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity -- 1.12% (0.12)% 1.00% EQ/Long Term Bond -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value -- 1.13% (0.08)% 1.05% EQ/Marsico Focus -- 1.23% (0.08)% 1.15% EQ/Money Market -- 0.72% -- 0.72% - ------------------------------------------------------------------------------------------------------------------ Fee table 13 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - -------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% EQ/Mutual Shares 0.90% 0.25% 0.50% EQ/Oppenheimer Global 0.95% 0.25% 1.30% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% EQ/PIMCO Real Return 0.55% 0.25% 0.18% EQ/Short Duration Bond 0.43% 0.25% 0.14% EQ/Small Company Index 0.25% 0.25% 0.16% EQ/TCW Equity* 0.80% 0.25% 0.16% EQ/Templeton Growth 0.95% 0.25% 0.64% EQ/UBS Growth and Income 0.75% 0.25% 0.17% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% EQ/Van Kampen Real Estate** 0.90% 0.25% 0.13% MarketPLUS International Core+ 0.60% 0.25% 0.24% MarketPLUS Large Cap Core+ 0.50% 0.25% 0.23% MarketPLUS Large Cap Growth+ 0.50% 0.25% 0.19% MarketPLUS Mid Cap Value+ 0.55% 0.25% 0.18% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- Total Acquired Annual Net Total Fund Fees Expenses Fee Waiv- Annual and (Before ers and/or Expenses Expenses Expense Expense (After (Underlying Limita- Reimburse- Expense Portfolio Name Portfolios)(10) tions) ments(11) Limitations) - -------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth -- 1.16% (0.01)% 1.15% EQ/Mutual Shares -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond -- 0.82% 0.00% 0.82% EQ/Small Company Index 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity* -- 1.21% (0.06)% 1.15% EQ/Templeton Growth -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth -- 1.18% (0.13)% 1.05% EQ/Van Kampen Real Estate** -- 1.28% (0.02)% 1.26% MarketPLUS International Core+ 0.05% 1.14% 0.00% 1.14% MarketPLUS Large Cap Core+ 0.02% 1.00% (0.03)% 0.97% MarketPLUS Large Cap Growth+ 0.02% 0.96% 0.00% 0.96% MarketPLUS Mid Cap Value+ 0.03% 1.01% 0.00% 1.01% - -------------------------------------------------------------------------------------------------- * The name of this investment option will change to EQ/T. Rowe Price Growth Stock on or about July 9, 2007, subject to regulatory approval. Corresponding with this change, the fees and expenses for this portfolio will be: - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Annual Fee Waivers Net Total Fees and Expenses and/or Annual Expenses (Before Expense Expenses Management 12b-1 Other (Underlying Expense Reimburse- (After Expense Portfolio Name Fees Fees Expenses Portfolios) Limitations) ments Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/T. Rowe Price Growth Stock 0.78% 0.25% 0.14% -- 1.17% (0.02)% 1.15% - ------------------------------------------------------------------------------------------------------------------------------------ ** This investment option will be available on or about July 9, 2007, subject to regulatory approval. This is a newly created portfolio of the EQ Advisors Trust. Therefore, the fees and expenses presented in the table above are estimates for the current fiscal period. + For this portfolio, the expenses shown are based on the asset levels of its predecessor portfolio for the last fiscal year, adjusted for current expenses. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable: The withdrawal charge percentage we use is determined by the Contract contract year in which you make the withdrawal or surrender your Year contract. For each contribution, we consider the contract year in 1 ...............7.00% which we receive that contribution to be "contract year 1") 2 ...............7.00% 3 ...............6.00% 4 ...............6.00% 5 ...............5.00% 6 ...............3.00% 7 ...............1.00% 8+ ..............0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, the charge, if applicable, is $30 for each contract year. (4) We reserve the right to increase this charge if you elect to reset your Roll-Up benefit base on any contract date anniversary. See both "Guaranteed minimum death benefit charge" and "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. (5) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (6) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (7) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (11) for any expense limitation agreement information. 14 Fee table (8) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (9) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (11) for any expense limitation agreement information. (10) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (11) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolios invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------- Portfolio Name - -------------------------------------------------- Multimanager Aggressive Equity 1.03% - -------------------------------------------------- Multimanager Health Care 1.63% - -------------------------------------------------- Multimanager International Equity 1.52% - -------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - -------------------------------------------------- Multimanager Large Cap Growth 1.33% - -------------------------------------------------- Multimanager Large Cap Value 1.31% - -------------------------------------------------- Multimanager Mid Cap Growth 1.52% - -------------------------------------------------- Multimanager Mid Cap Value 1.58% - -------------------------------------------------- Multimanager Technology 1.64% - -------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - -------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - -------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - -------------------------------------------------- EQ/AllianceBernstein Value 0.94% - -------------------------------------------------- EQ/Ariel Appreciation II 1.01% - -------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - -------------------------------------------------- EQ/Capital Guardian Growth 0.94% - -------------------------------------------------- EQ/Capital Guardian Research 0.94% - -------------------------------------------------- EQ/Davis New York Venture 1.27% - -------------------------------------------------- EQ/Evergreen Omega 1.05% - -------------------------------------------------- EQ/FI Mid Cap 0.97% - -------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------- EQ/Marsico Focus 1.14% - -------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6-1/2% Roll-Up to age 85 or Annual Ratchet to age 85 and the Earnings enhancement benefit with the Guaranteed minimum income benefit) would pay in the situations illustrated. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .012% of contract value. Fee table 15 The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 16 Fee table - ---------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ---------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ---------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,196.00 $ 2,123.00 $ 3,097.00 $ 5,514.00 AXA Conservative Allocation $ 1,175.00 $ 2,062.00 $ 2,999.00 $ 5,337.00 AXA Conservative-Plus Allocation $ 1,176.00 $ 2,065.00 $ 3,004.00 $ 5,346.00 AXA Moderate Allocation $ 1,182.00 $ 2,080.00 $ 3,028.00 $ 5,390.00 AXA Moderate-Plus Allocation $ 1,189.00 $ 2,101.00 $ 3,063.00 $ 5,452.00 Multimanager Aggressive Equity $ 1,155.00 $ 2,003.00 $ 2,905.00 $ 5,165.00 Multimanager Core Bond $ 1,152.00 $ 1,994.00 $ 2,890.00 $ 5,138.00 Multimanager Health Care $ 1,221.00 $ 2,196.00 $ 3,214.00 $ 5,721.00 Multimanager High Yield $ 1,151.00 $ 1,991.00 $ 2,885.00 $ 5,129.00 Multimanager International Equity $ 1,206.00 $ 2,150.00 $ 3,141.00 $ 5,592.00 Multimanager Large Cap Core Equity $ 1,187.00 $ 2,095.00 $ 3,053.00 $ 5,435.00 Multimanager Large Cap Growth $ 1,189.00 $ 2,101.00 $ 3,063.00 $ 5,452.00 Multimanager Large Cap Value $ 1,187.00 $ 2,095.00 $ 3,053.00 $ 5,435.00 Multimanager Mid Cap Growth $ 1,209.00 $ 2,159.00 $ 3,156.00 $ 5,618.00 Multimanager Mid Cap Value $ 1,212.00 $ 2,168.00 $ 3,170.00 $ 5,644.00 Multimanager Small Cap Growth $ 1,206.00 $ 2,150.00 $ 3,141.00 $ 5,592.00 Multimanager Small Cap Value $ 1,198.00 $ 2,129.00 $ 3,107.00 $ 5,531.00 Multimanager Technology $ 1,221.00 $ 2,196.00 $ 3,214.00 $ 5,721.00 - ---------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,134.00 $ 1,942.00 $ 2,805.00 $ 4,981.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,139.00 $ 1,954.00 $ 2,825.00 $ 5,018.00 EQ/AllianceBernstein International $ 1,167.00 $ 2,037.00 $ 2,959.00 $ 5,265.00 EQ/AllianceBernstein Large Cap Growth $ 1,177.00 $ 2,068.00 $ 3,009.00 $ 5,355.00 EQ/AllianceBernstein Quality Bond $ 1,139.00 $ 1,954.00 $ 2,825.00 $ 5,018.00 EQ/AllianceBernstein Small Cap Growth $ 1,163.00 $ 2,025.00 $ 2,939.00 $ 5,229.00 EQ/AllianceBernstein Value $ 1,148.00 $ 1,982.00 $ 2,870.00 $ 5,101.00 EQ/Ariel Appreciation II $ 1,204.00 $ 2,144.00 $ 3,131.00 $ 5,575.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,370.00 $ 2,617.00 $ 3,875.00 $ 6,835.00 EQ/BlackRock Basic Value Equity $ 1,144.00 $ 1,970.00 $ 2,850.00 $ 5,064.00 EQ/BlackRock International Value $ 1,179.00 $ 2,074.00 $ 3,018.00 $ 5,373.00 EQ/Boston Advisors Equity Income $ 1,166.00 $ 2,034.00 $ 2,954.00 $ 5,256.00 EQ/Calvert Socially Responsible $ 1,166.00 $ 2,034.00 $ 2,954.00 $ 5,256.00 EQ/Capital Guardian Growth $ 1,156.00 $ 2,007.00 $ 2,910.00 $ 5,174.00 EQ/Capital Guardian Research $ 1,153.00 $ 1,997.00 $ 2,895.00 $ 5,147.00 EQ/Caywood-Scholl High Yield Bond $ 1,153.00 $ 1,997.00 $ 2,895.00 $ 5,147.00 EQ/Davis New York Venture $ 1,238.00 $ 2,244.00 $ 3,291.00 $ 5,856.00 EQ/Equity 500 Index $ 1,111.00 $ 1,874.00 $ 2,694.00 $ 4,773.00 EQ/Evergreen International Bond $ 1,169.00 $ 2,043.00 $ 2,969.00 $ 5,283.00 EQ/Evergreen Omega $ 1,162.00 $ 2,022.00 $ 2,934.00 $ 5,220.00 EQ/FI Mid Cap $ 1,158.00 $ 2,013.00 $ 2,919.00 $ 5,193.00 - ---------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ If you do not surrender If you annuitize at the end of the applicable time your contract at period and select a non-life contingent period certain the end of the applicable annuity option with less than five years time period - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years 1 year 3 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation N/A $ 2,123.00 $ 3,097.00 $ 5,514.00 $ 496.00 $ 1,523.00 AXA Conservative Allocation N/A $ 2,062.00 $ 2,999.00 $ 5,337.00 $ 475.00 $ 1,462.00 AXA Conservative-Plus Allocation N/A $ 2,065.00 $ 3,004.00 $ 5,346.00 $ 476.00 $ 1,465.00 AXA Moderate Allocation N/A $ 2,080.00 $ 3,028.00 $ 5,390.00 $ 482.00 $ 1,480.00 AXA Moderate-Plus Allocation N/A $ 2,101.00 $ 3,063.00 $ 5,452.00 $ 489.00 $ 1,501.00 Multimanager Aggressive Equity N/A $ 2,003.00 $ 2,905.00 $ 5,165.00 $ 455.00 $ 1,403.00 Multimanager Core Bond N/A $ 1,994.00 $ 2,890.00 $ 5,138.00 $ 452.00 $ 1,394.00 Multimanager Health Care N/A $ 2,196.00 $ 3,214.00 $ 5,721.00 $ 521.00 $ 1,596.00 Multimanager High Yield N/A $ 1,991.00 $ 2,885.00 $ 5,129.00 $ 451.00 $ 1,391.00 Multimanager International Equity N/A $ 2,150.00 $ 3,141.00 $ 5,592.00 $ 506.00 $ 1,550.00 Multimanager Large Cap Core Equity N/A $ 2,095.00 $ 3,053.00 $ 5,435.00 $ 487.00 $ 1,495.00 Multimanager Large Cap Growth N/A $ 2,101.00 $ 3,063.00 $ 5,452.00 $ 489.00 $ 1,501.00 Multimanager Large Cap Value N/A $ 2,095.00 $ 3,053.00 $ 5,435.00 $ 487.00 $ 1,495.00 Multimanager Mid Cap Growth N/A $ 2,159.00 $ 3,156.00 $ 5,618.00 $ 509.00 $ 1,559.00 Multimanager Mid Cap Value N/A $ 2,168.00 $ 3,170.00 $ 5,644.00 $ 512.00 $ 1,568.00 Multimanager Small Cap Growth N/A $ 2,150.00 $ 3,141.00 $ 5,592.00 $ 506.00 $ 1,550.00 Multimanager Small Cap Value N/A $ 2,129.00 $ 3,107.00 $ 5,531.00 $ 498.00 $ 1,529.00 Multimanager Technology N/A $ 2,196.00 $ 3,214.00 $ 5,721.00 $ 521.00 $ 1,596.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock N/A $ 1,942.00 $ 2,805.00 $ 4,981.00 $ 434.00 $ 1,342.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,954.00 $ 2,825.00 $ 5,018.00 $ 439.00 $ 1,354.00 EQ/AllianceBernstein International N/A $ 2,037.00 $ 2,959.00 $ 5,265.00 $ 467.00 $ 1,437.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,068.00 $ 3,009.00 $ 5,355.00 $ 477.00 $ 1,468.00 EQ/AllianceBernstein Quality Bond N/A $ 1,954.00 $ 2,825.00 $ 5,018.00 $ 439.00 $ 1,354.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,025.00 $ 2,939.00 $ 5,229.00 $ 463.00 $ 1,425.00 EQ/AllianceBernstein Value N/A $ 1,982.00 $ 2,870.00 $ 5,101.00 $ 448.00 $ 1,382.00 EQ/Ariel Appreciation II N/A $ 2,144.00 $ 3,131.00 $ 5,575.00 $ 504.00 $ 1,544.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,617.00 $ 3,875.00 $ 6,835.00 $ 670.00 $ 2,017.00 EQ/BlackRock Basic Value Equity N/A $ 1,970.00 $ 2,850.00 $ 5,064.00 $ 444.00 $ 1,370.00 EQ/BlackRock International Value N/A $ 2,074.00 $ 3,018.00 $ 5,373.00 $ 479.00 $ 1,474.00 EQ/Boston Advisors Equity Income N/A $ 2,034.00 $ 2,954.00 $ 5,256.00 $ 466.00 $ 1,434.00 EQ/Calvert Socially Responsible N/A $ 2,034.00 $ 2,954.00 $ 5,256.00 $ 466.00 $ 1,434.00 EQ/Capital Guardian Growth N/A $ 2,007.00 $ 2,910.00 $ 5,174.00 $ 456.00 $ 1,407.00 EQ/Capital Guardian Research N/A $ 1,997.00 $ 2,895.00 $ 5,147.00 $ 453.00 $ 1,397.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,997.00 $ 2,895.00 $ 5,147.00 $ 453.00 $ 1,397.00 EQ/Davis New York Venture N/A $ 2,244.00 $ 3,291.00 $ 5,856.00 $ 538.00 $ 1,644.00 EQ/Equity 500 Index N/A $ 1,874.00 $ 2,694.00 $ 4,773.00 $ 411.00 $ 1,274.00 EQ/Evergreen International Bond N/A $ 2,043.00 $ 2,969.00 $ 5,283.00 $ 469.00 $ 1,443.00 EQ/Evergreen Omega N/A $ 2,022.00 $ 2,934.00 $ 5,220.00 $ 462.00 $ 1,422.00 EQ/FI Mid Cap N/A $ 2,013.00 $ 2,919.00 $ 5,193.00 $ 458.00 $ 1,413.00 - ------------------------------------------------------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - -------------------------------------------------------------------------------- Portfolio Name 5 years 10 years - -------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - -------------------------------------------------------------------------------- AXA Aggressive Allocation $ 2,597.00 $ 5,514.00 AXA Conservative Allocation $ 2,499.00 $ 5,337.00 AXA Conservative-Plus Allocation $ 2,504.00 $ 5,346.00 AXA Moderate Allocation $ 2,528.00 $ 5,390.00 AXA Moderate-Plus Allocation $ 2,563.00 $ 5,452.00 Multimanager Aggressive Equity $ 2,405.00 $ 5,165.00 Multimanager Core Bond $ 2,390.00 $ 5,138.00 Multimanager Health Care $ 2,714.00 $ 5,721.00 Multimanager High Yield $ 2,385.00 $ 5,129.00 Multimanager International Equity $ 2,641.00 $ 5,592.00 Multimanager Large Cap Core Equity $ 2,553.00 $ 5,435.00 Multimanager Large Cap Growth $ 2,563.00 $ 5,452.00 Multimanager Large Cap Value $ 2,553.00 $ 5,435.00 Multimanager Mid Cap Growth $ 2,656.00 $ 5,618.00 Multimanager Mid Cap Value $ 2,670.00 $ 5,644.00 Multimanager Small Cap Growth $ 2,641.00 $ 5,592.00 Multimanager Small Cap Value $ 2,607.00 $ 5,531.00 Multimanager Technology $ 2,714.00 $ 5,721.00 - -------------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 2,305.00 $ 4,981.00 EQ/AllianceBernstein Intermediate Government Securities $ 2,325.00 $ 5,018.00 EQ/AllianceBernstein International $ 2,459.00 $ 5,265.00 EQ/AllianceBernstein Large Cap Growth $ 2,509.00 $ 5,355.00 EQ/AllianceBernstein Quality Bond $ 2,325.00 $ 5,018.00 EQ/AllianceBernstein Small Cap Growth $ 2,439.00 $ 5,229.00 EQ/AllianceBernstein Value $ 2,370.00 $ 5,101.00 EQ/Ariel Appreciation II $ 2,631.00 $ 5,575.00 EQ/AXA Rosenberg Value Long/Short Equity $ 3,375.00 $ 6,835.00 EQ/BlackRock Basic Value Equity $ 2,350.00 $ 5,064.00 EQ/BlackRock International Value $ 2,518.00 $ 5,373.00 EQ/Boston Advisors Equity Income $ 2,454.00 $ 5,256.00 EQ/Calvert Socially Responsible $ 2,454.00 $ 5,256.00 EQ/Capital Guardian Growth $ 2,410.00 $ 5,174.00 EQ/Capital Guardian Research $ 2,395.00 $ 5,147.00 EQ/Caywood-Scholl High Yield Bond $ 2,395.00 $ 5,147.00 EQ/Davis New York Venture $ 2,791.00 $ 5,856.00 EQ/Equity 500 Index $ 2,194.00 $ 4,773.00 EQ/Evergreen International Bond $ 2,469.00 $ 5,283.00 EQ/Evergreen Omega $ 2,434.00 $ 5,220.00 EQ/FI Mid Cap $ 2,419.00 $ 5,193.00 - -------------------------------------------------------------------------------- Fee table 17 - ------------------------------------------------------------------------------------------------------ If you surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/Franklin Income $ 1,206.00 $ 2,150.00 $ 3,141.00 $ 5,592.00 EQ/Franklin Small Cap Value $ 1,376.00 $ 2,634.00 $ 3,903.00 $ 6,879.00 EQ/Franklin Templeton Founding Strategy $ 1,211.00 $ 2,165.00 $ 3,165.00 $ 5,635.00 EQ/GAMCO Mergers and Acquisitions $ 1,200.00 $ 2,135.00 $ 3,117.00 $ 5,549.00 EQ/GAMCO Small Company Value $ 1,168.00 $ 2,040.00 $ 2,964.00 $ 5,274.00 EQ/International Growth $ 1,197.00 $ 2,126.00 $ 3,102.00 $ 5,523.00 EQ/JPMorgan Core Bond $ 1,133.00 $ 1,939.00 $ 2,800.00 $ 4,972.00 EQ/JPMorgan Value Opportunities $ 1,151.00 $ 1,991.00 $ 2,885.00 $ 5,129.00 EQ/Legg Mason Value Equity $ 1,163.00 $ 2,025.00 $ 2,939.00 $ 5,229.00 EQ/Long Term Bond $ 1,132.00 $ 1,936.00 $ 2,795.00 $ 4,962.00 EQ/Lord Abbett Growth and Income $ 1,167.00 $ 2,037.00 $ 2,959.00 $ 5,265.00 EQ/Lord Abbett Large Cap Core $ 1,183.00 $ 2,083.00 $ 3,033.00 $ 5,399.00 EQ/Lord Abbett Mid Cap Value $ 1,164.00 $ 2,028.00 $ 2,944.00 $ 5,238.00 EQ/Marsico Focus $ 1,174.00 $ 2,059.00 $ 2,994.00 $ 5,328.00 EQ/Money Market $ 1,121.00 $ 1,902.00 $ 2,739.00 $ 4,859.00 EQ/Montag & Caldwell Growth $ 1,167.00 $ 2,037.00 $ 2,959.00 $ 5,265.00 EQ/Mutual Shares $ 1,218.00 $ 2,187.00 $ 3,199.00 $ 5,695.00 EQ/Oppenheimer Global $ 1,309.00 $ 2,445.00 $ 3,608.00 $ 6,398.00 EQ/Oppenheimer Main Street Opportunity $ 1,326.00 $ 2,495.00 $ 3,687.00 $ 6,529.00 EQ/Oppenheimer Main Street Small Cap $ 1,321.00 $ 2,481.00 $ 3,664.00 $ 6,491.00 EQ/PIMCO Real Return $ 1,148.00 $ 1,982.00 $ 2,870.00 $ 5,101.00 EQ/Short Duration Bond $ 1,131.00 $ 1,933.00 $ 2,789.00 $ 4,953.00 EQ/Small Company Index $ 1,115.00 $ 1,886.00 $ 2,714.00 $ 4,811.00 EQ/TCW Equity* $ 1,172.00 $ 2,053.00 $ 2,984.00 $ 5,310.00 EQ/Templeton Growth $ 1,238.00 $ 2,244.00 $ 3,291.00 $ 5,856.00 EQ/UBS Growth and Income $ 1,168.00 $ 2,040.00 $ 2,964.00 $ 5,274.00 EQ/Van Kampen Comstock $ 1,160.00 $ 2,016.00 $ 2,924.00 $ 5,202.00 EQ/Van Kampen Emerging Markets Equity $ 1,231.00 $ 2,223.00 $ 3,257.00 $ 5,797.00 EQ/Van Kampen Mid Cap Growth $ 1,169.00 $ 2,043.00 $ 2,969.00 $ 5,283.00 EQ/Van Kampen Real Estate** $ 1,179.00 $ 2,074.00 $ 3,018.00 $ 5,373.00 MarketPLUS International Core $ 1,165.00 $ 2,031.00 $ 2,949.00 $ 5,247.00 MarketPLUS Large Cap Core $ 1,150.00 $ 1,988.00 $ 2,880.00 $ 5,120.00 MarketPLUS Large Cap Growth $ 1,146.00 $ 1,976.00 $ 2,860.00 $ 5,083.00 MarketPLUS Mid Cap Value $ 1,151.00 $ 1,991.00 $ 2,885.00 $ 5,129.00 - ------------------------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------- If you do not surrender If you annuitize at the end of the applicable time your contract at period and select a non-life contingent period certain the end of the applicable annuity option with less than five years time period - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years 1 year 3 years - ----------------------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income N/A $ 2,150.00 $ 3,141.00 $ 5,592.00 $ 506.00 $ 1,550.00 EQ/Franklin Small Cap Value N/A $ 2,634.00 $ 3,903.00 $ 6,879.00 $ 676.00 $ 2,034.00 EQ/Franklin Templeton Founding Strategy N/A $ 2,165.00 $ 3,165.00 $ 5,635.00 $ 511.00 $ 1,565.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,135.00 $ 3,117.00 $ 5,549.00 $ 500.00 $ 1,535.00 EQ/GAMCO Small Company Value N/A $ 2,040.00 $ 2,964.00 $ 5,274.00 $ 468.00 $ 1,440.00 EQ/International Growth N/A $ 2,126.00 $ 3,102.00 $ 5,523.00 $ 497.00 $ 1,526.00 EQ/JPMorgan Core Bond N/A $ 1,939.00 $ 2,800.00 $ 4,972.00 $ 433.00 $ 1,339.00 EQ/JPMorgan Value Opportunities N/A $ 1,991.00 $ 2,885.00 $ 5,129.00 $ 451.00 $ 1,391.00 EQ/Legg Mason Value Equity N/A $ 2,025.00 $ 2,939.00 $ 5,229.00 $ 463.00 $ 1,425.00 EQ/Long Term Bond N/A $ 1,936.00 $ 2,795.00 $ 4,962.00 $ 432.00 $ 1,336.00 EQ/Lord Abbett Growth and Income N/A $ 2,037.00 $ 2,959.00 $ 5,265.00 $ 467.00 $ 1,437.00 EQ/Lord Abbett Large Cap Core N/A $ 2,083.00 $ 3,033.00 $ 5,399.00 $ 483.00 $ 1,483.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,028.00 $ 2,944.00 $ 5,238.00 $ 464.00 $ 1,428.00 EQ/Marsico Focus N/A $ 2,059.00 $ 2,994.00 $ 5,328.00 $ 474.00 $ 1,459.00 EQ/Money Market N/A $ 1,902.00 $ 2,739.00 $ 4,859.00 $ 421.00 $ 1,302.00 EQ/Montag & Caldwell Growth N/A $ 2,037.00 $ 2,959.00 $ 5,265.00 $ 467.00 $ 1,437.00 EQ/Mutual Shares N/A $ 2,187.00 $ 3,199.00 $ 5,695.00 $ 518.00 $ 1,587.00 EQ/Oppenheimer Global N/A $ 2,445.00 $ 3,608.00 $ 6,398.00 $ 609.00 $ 1,845.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,495.00 $ 3,687.00 $ 6,529.00 $ 626.00 $ 1,895.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,481.00 $ 3,664.00 $ 6,491.00 $ 621.00 $ 1,881.00 EQ/PIMCO Real Return N/A $ 1,982.00 $ 2,870.00 $ 5,101.00 $ 448.00 $ 1,382.00 EQ/Short Duration Bond N/A $ 1,933.00 $ 2,789.00 $ 4,953.00 $ 431.00 $ 1,333.00 EQ/Small Company Index N/A $ 1,886.00 $ 2,714.00 $ 4,811.00 $ 415.00 $ 1,286.00 EQ/TCW Equity* N/A $ 2,053.00 $ 2,984.00 $ 5,310.00 $ 472.00 $ 1,453.00 EQ/Templeton Growth N/A $ 2,244.00 $ 3,291.00 $ 5,856.00 $ 538.00 $ 1,644.00 EQ/UBS Growth and Income N/A $ 2,040.00 $ 2,964.00 $ 5,274.00 $ 468.00 $ 1,440.00 EQ/Van Kampen Comstock N/A $ 2,016.00 $ 2,924.00 $ 5,202.00 $ 460.00 $ 1,416.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,223.00 $ 3,257.00 $ 5,797.00 $ 531.00 $ 1,623.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,043.00 $ 2,969.00 $ 5,283.00 $ 469.00 $ 1,443.00 EQ/Van Kampen Real Estate** N/A $ 2,074.00 $ 3,018.00 $ 5,373.00 $ 479.00 $ 1,474.00 MarketPLUS International Core N/A $ 2,031.00 $ 2,949.00 $ 5,247.00 $ 465.00 $ 1,431.00 MarketPLUS Large Cap Core N/A $ 1,988.00 $ 2,880.00 $ 5,120.00 $ 450.00 $ 1,388.00 MarketPLUS Large Cap Growth N/A $ 1,976.00 $ 2,860.00 $ 5,083.00 $ 446.00 $ 1,376.00 MarketPLUS Mid Cap Value N/A $ 1,991.00 $ 2,885.00 $ 5,129.00 $ 451.00 $ 1,391.00 - ----------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------ If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------ Portfolio Name 5 years 10 years EQ ADVISORS TRUST: - ------------------------------------------------------------------------ EQ/Franklin Income $ 2,641.00 $ 5,592.00 EQ/Franklin Small Cap Value $ 3,403.00 $ 6,879.00 EQ/Franklin Templeton Founding Strategy $ 2,665.00 $ 5,635.00 EQ/GAMCO Mergers and Acquisitions $ 2,617.00 $ 5,549.00 EQ/GAMCO Small Company Value $ 2,464.00 $ 5,274.00 EQ/International Growth $ 2,602.00 $ 5,523.00 EQ/JPMorgan Core Bond $ 2,300.00 $ 4,972.00 EQ/JPMorgan Value Opportunities $ 2,385.00 $ 5,129.00 EQ/Legg Mason Value Equity $ 2,439.00 $ 5,229.00 EQ/Long Term Bond $ 2,295.00 $ 4,962.00 EQ/Lord Abbett Growth and Income $ 2,459.00 $ 5,265.00 EQ/Lord Abbett Large Cap Core $ 2,533.00 $ 5,399.00 EQ/Lord Abbett Mid Cap Value $ 2,444.00 $ 5,238.00 EQ/Marsico Focus $ 2,494.00 $ 5,328.00 EQ/Money Market $ 2,239.00 $ 4,859.00 EQ/Montag & Caldwell Growth $ 2,459.00 $ 5,265.00 EQ/Mutual Shares $ 2,699.00 $ 5,695.00 EQ/Oppenheimer Global $ 3,108.00 $ 6,398.00 EQ/Oppenheimer Main Street Opportunity $ 3,187.00 $ 6,529.00 EQ/Oppenheimer Main Street Small Cap $ 3,164.00 $ 6,491.00 EQ/PIMCO Real Return $ 2,370.00 $ 5,101.00 EQ/Short Duration Bond $ 2,289.00 $ 4,953.00 EQ/Small Company Index $ 2,214.00 $ 4,811.00 EQ/TCW Equity* $ 2,484.00 $ 5,310.00 EQ/Templeton Growth $ 2,791.00 $ 5,856.00 EQ/UBS Growth and Income $ 2,464.00 $ 5,274.00 EQ/Van Kampen Comstock $ 2,424.00 $ 5,202.00 EQ/Van Kampen Emerging Markets Equity $ 2,757.00 $ 5,797.00 EQ/Van Kampen Mid Cap Growth $ 2,469.00 $ 5,283.00 EQ/Van Kampen Real Estate** $ 2,518.00 $ 5,373.00 MarketPLUS International Core $ 2,449.00 $ 5,247.00 MarketPLUS Large Cap Core $ 2,380.00 $ 5,120.00 MarketPLUS Large Cap Growth $ 2,360.00 $ 5,083.00 MarketPLUS Mid Cap Value $ 2,385.00 $ 5,129.00 - -------------------------------------------------------------------------------- * The name of this investment option will change to EQ/T. Rowe Price Growth Stock on or about July 9, 2007, subject to regulatory approval. ** This investment option will be available on or about July 9, 2007, subject to regulatory approval. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum contribution amount for each type of owner and contract purchased. The following table summarizes our rules regarding contributions to your contract. Both the owner and annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are ages 81 and older at contract issue). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. In general, we limit aggregate contributions made after the first contract year to 150% of first-year contributions. We will accept additional contributions in excess of 150% of first-year contributions subject to the following: (i) the owner (or joint owner or joint annuitant, if applicable) is 75 or younger; (ii) additional contributions equal to 150% of first-year contributions have already been made; and (iii) you make ongoing annual contributions that do not exceed 100% of the prior contract year's contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The "annuitant" is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- NQ 0 through 85 o $5,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our auto- matic investment program (additional) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- NQ o After-tax money. o No additional contributions o Paid to us by check or may be made after attainment transfer of contract value of age 86, or if later, the in a tax-deferred exchange first contract date anni- under Section 1035 of the versary.* Internal Revenue Code. - -------------------------------------------------------------------------------- 20 Contract features and benefits - -------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------- Rollover IRA 20 through 85 o $5,000 (initial) o $50 (additional) o $100 monthly and $300 quarterly under our auto- matic investment program (additional) (subject to tax maximums) - -------------------------------------------------------------- - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distribu- o No additional contributions tions from TSA contracts or may be made after attain- other 403(b) arrangements, ment of age 86, or, if qualified plans, and govern- later, the first contract mental employer 457(b) date anniversary.* plans. o Contributions after age o Rollovers from another 70-1/2 must be net of traditional individual required minimum retirement arrangement. distributions. o Direct custodian-to- o Although we accept regular custodian transfers from IRA contributions (limited another traditional indi- to $4,000 for 2007 and vidual retirement $5,000 for 2008) under arrangement. Rollover IRA contracts, we o Regular IRA contributions. intend that this contract be o Additional "catch-up" used primarily for rollover contributions. and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - -------------------------------------------------------------------------------- Contract features and benefits 21 - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $5,000 (initial) IRA o $50 (additional) o $100 monthly and $300 quarterly under our automatic investment program (additional) (subject to tax maximums) - -------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $5,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------- Roth Conversion o Rollovers from another o No additional contributions IRA Roth IRA. may be made after attain- o Rollovers from a "desig- ment of age 86, or, if nated Roth contribution later, the first contract account" under a 401(k) date anniversary.* plan or 403(b) arrange- o Conversion rollovers after ment. age 70-1/2 must be net of o Conversion rollovers from a required minimum distribu- traditional IRA. tions for the traditional o Direct transfers from IRA you are rolling over. another Roth IRA. o You cannot roll over funds o Regular Roth IRA contribu- from a traditional IRA if tions. your adjusted gross income o Additional catch-up is $100,000 or more. contributions. o Although we accept regular Roth IRA contributions (lim- ited to $4,000 for 2007 and $5,000 for 2008) under Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - -------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax o No additional contributions funds from another contract may be made after attain- or arrangement under Sec- ment of age 86, or, if tion 403(b) of the Internal later, the first contract Revenue Code, complying date anniversary.* with IRS Revenue Ruling o Rollover or direct transfer 90-24. contributions after age o Eligible rollover distribu- 70-1/2 must be net of any tions of pre-tax funds from required minimum distribu- other 403(b) plans. Subse- tions. quent contributions may o We do not accept employer- also be rollovers from quali- remitted contributions. fied plans, governmental employer 457(b) plans and traditional IRAs. - -------------------------------------------------------------------------------- 22 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- QP 20 through 75 o $5,000 (initial) o $500 (additional) See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - -------------------------------------------------------------------------------- Flexible Premium 20 through 70 o $4,000 (initial) IRA o $50 (additional) o $50 monthly or quarterly under our automatic invest- ment program (additional) (subject to tax maximums) - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------ Contract type Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------ QP o Only transfer contributions o A separate QP contract must from other investments be established for each plan within an existing qualified participant. plan trust. o We do not accept regular o The plan must be qualified ongoing payroll contribu- under Section 401(a) of the tions or contributions Internal Revenue Code. directly from the employer. o For 401(k) plans, trans- o Only one additional transfer ferred contributions may contribution may be made not include any after-tax during a contract year. contributions, including o No additional transfer con- designated Roth contribu- tributions after participant's tions. attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ------------------------------------------------------------------------------------------ Flexible Premium o Regular traditional IRA o No regular IRA contributions IRA contributions. in the calendar year you turn o Additional catch-up age 70-1/2 and thereafter. contributions. o Rollover and direct transfer o Eligible rollover distribu- contributions may be made tions from TSA contracts or up to attainment of age other 403(b) arrangements, 86.* qualified plans, and govern- o Regular contributions may mental employer 457(b) not exceed $4,000 for 2007 plans. and $5,000 for 2008. o Rollovers from another o Rollover and direct transfer traditional individual retire- contributions after age 70-1/ ment arrangement. must be net of required 2 o Direct custodian- minimum distributions. to-custodian transfers from o Although we accept rollover another traditional indi- and direct transfer contribu- vidual retirement tions under the Flexible arrangement. Premium IRA contract, we intend that this contract be used for ongoing regular contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------------------ Contract features and benefits 23 - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Flexible Premium 20 through 85 o $4,000 (initial) Roth IRA o $50 (additional) o $50 monthly or quarterly under our automatic invest- ment program (additional) (subject to tax maximums) - -------------------------------------------------------------------------------- Inherited IRA 0-70 o $5,000 (initial) Beneficiary o $1,000 (additional) Continuation Contract (tradi- tional IRA or Roth IRA) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions+ - -------------------------------------------------------------------------------------- Flexible Premium o Regular after-tax contribu- o No additional contributions Roth IRA tions. may be made after the o Additional catch-up contri- attainment of age 86, or, if butions. later, the first contract date o Rollovers from another anniversary.* Roth IRA. o Regular Roth IRA contribu- o Rollovers from a "desig- tions may not exceed nated Roth contribution $4,000 for 2007 and account" under a 401(k) $5,000 for 2008. plan or 403(b) arrange- o Contributions are subject to ment. income limits and other tax o Conversion rollovers from a rules. traditional IRA. o Although we accept rollover o Direct transfers from and direct transfer contribu- another Roth IRA. tions under the Flexible Premium Roth IRA contract, we intend that this contract be used for ongoing regular Roth IRA contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - -------------------------------------------------------------------------------------- Inherited IRA o Direct custodian-to- o Any additional contributions Beneficiary custodian transfers of your must be from the same type Continuation interest as a death benefi- of IRA of the same deceased Contract (tradi- ciary of the deceased owner. tional IRA or owner's traditional indi- o Non-spousal beneficiary Roth IRA) vidual retirement direct rollover contributions arrangement or Roth IRA to from qualified plans, 403(b) an IRA of the same type. arrangements and govern- mental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. - -------------------------------------------------------------------------------------- + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 24 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. For NQ contracts (with a single owner, joint owners, or a non-natural owner) purchased through an exchange that is not taxable under Section 1035 of the Internal Revenue Code, we permit joint annuitants. We also permit joint annuitants in non-exchange sales if you elect the Guaranteed withdrawal benefit for life on a Joint life basis, and the contract is owned by a non-natural owner. In all cases, the joint annuitants must be spouses. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or the Guaranteed withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should strongly consider "split-funding": that is the trust holds investments in addition to this Accumulator(R) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB, GWBL and/or the enhanced death benefit base and/or greater than the Guaranteed annual withdrawal amount under GWBL. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. Under QP contracts, all benefits are based on the age of the annuitant. In this Prospectus, when we use the terms owner and joint owner, we intend these to be references to annuitant and joint annuitant, respectively, if the contract has a non-natural owner. If GWBL is elected, the terms owner and Successor Owner are intended to be references to annuitant and joint annuitant, respectively, if the contract has a non-natural owner. If the contract is jointly owned or is issued to a non-natural owner and the GWBL has not been elected, benefits are based on the age of the older joint owner or older joint annuitant, as applicable. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. If you elect the 100% Principal guarantee benefit, the Guaranteed withdrawal benefit for life or the Guaranteed minimum income benefit Contract features and benefits 25 without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. 26 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------ AXA Premier VIP Trust Portfolio Name Objective - ------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. - ------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. - ------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. - ------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. EQUITY - ------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND To seek a balance of a high current income and capital appreciation, consistent with a prudent level of risk. - ------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE Long-term growth of capital. - ------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD High total return through a combination of current income and capital appreciation. - ------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. EQUITY - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name applicable) - ------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION o AXA Equitable - ------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION o AXA Equitable - ------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS o AXA Equitable ALLOCATION - ------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION o AXA Equitable - ------------------------------------------------------------------------------------------ AXA MODERATE-PLUS o AXA Equitable ALLOCATION - ------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE o AllianceBernstein L.P. EQUITY o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND o BlackRock Financial Management, Inc. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD o Pacific Investment Management Company LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL o AllianceBernstein L.P. EQUITY o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP VALUE Long-term growth of capital. o AXA Rosenberg Investment Management LLC o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER SMALL CAP Long-term growth of capital. o Franklin Advisory Services, LLC VALUE o Lazard Asset Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER SMALL CAP Long-term growth of capital. o Bear Stearns Asset Management Inc. GROWTH o Eagle Asset Management, Inc. o Wells Capital Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ 28 Contract features and benefits - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name Objective - ---------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. - ---------------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and bear LONG/SHORT EQUITY markets using strategies that are designed to limit expo- sure to general equity market risk. - ---------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. EQUITY - ---------------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of VALUE income, accompanied by growth of capital. - ---------------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an INCOME above-average and consistent total return. - ---------------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. RESPONSIBLE - ---------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. - ---------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. RESEARCH - ---------------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. YIELD BOND - ---------------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. - ---------------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consis- tent with that of the S&P 500 Index. - ---------------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. BOND - ---------------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA Seeks long-term capital growth. - ---------------------------------------------------------------------------------------------- EQ/FI MID CAP Seeks long-term growth of capital. - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects for capital appreciation. - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks FOUNDING STRATEGY income. - ---------------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. ACQUISITIONS - ---------------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. VALUE - ---------------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. - ---------------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- erate risk to capital and maintenance of liquidity. - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name applicable) - ---------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II o Ariel Capital Management, LLC - ---------------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY - ---------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE o BlackRock Investment Management, LLC EQUITY - ---------------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL o BlackRock Investment Management Interna- VALUE tional Limited - ---------------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY o Boston Advisors, LLC INCOME - ---------------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ---------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH o Capital Guardian Trust Company - ---------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN o Capital Guardian Trust Company RESEARCH - ---------------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH o Caywood-Scholl Capital Management YIELD BOND - ---------------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE o Davis Selected Advisers, L.P. - ---------------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX o AllianceBernstein L.P. - ---------------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ---------------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA o Evergreen Investment Management Company, LLC - ---------------------------------------------------------------------------------------------- EQ/FI MID CAP o Fidelity Management & Research Company - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME o Franklin Advisers, Inc. - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE o Franklin Advisory Services, LLC - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON o AXA Equitable FOUNDING STRATEGY - ---------------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND o GAMCO Asset Management Inc. ACQUISITIONS - ---------------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY o GAMCO Asset Management Inc. VALUE - ---------------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH o MFS Investment Management. - ---------------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND o JPMorgan Investment Management Inc. - ---------------------------------------------------------------------------------------------- Contract features and benefits 29 - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name Objective - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE Long-term capital appreciation. OPPORTUNITIES - ---------------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. - ---------------------------------------------------------------------------------------------- EQ/LONG TERM BOND Seeks to maximize income and capital appreciation through investment in long-maturity debt obligations. - ---------------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without INCOME excessive fluctuation in market value. - ---------------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- CORE able risk. - ---------------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE Capital appreciation. - ---------------------------------------------------------------------------------------------- EQ/MARSICO FOCUS Seeks long-term growth of capital. - ---------------------------------------------------------------------------------------------- EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve its assets and maintain liquidity. - ---------------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. GROWTH - ---------------------------------------------------------------------------------------------- EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be short-term, and secondarily, income. - ---------------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. - ---------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. OPPORTUNITY - ---------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. SMALL CAP - ---------------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation of real capital and prudent investment management. - ---------------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. - ---------------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the deduction of portfolio expenses) the total return of the Russell 2000 Index. - ---------------------------------------------------------------------------------------------- EQ/TCW EQUITY* Seeks to achieve long-term capital appreciation. - ---------------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH Seeks long-term capital growth. - ---------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital appreciation with income as a secondary consideration. - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK Capital growth and income. - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. MARKETS EQUITY - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP Capital growth. GROWTH - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN REAL ESTATE** Seeks to provide above average current income and long- term capital appreciation. - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name applicable) - ---------------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE o JPMorgan Investment Management Inc. OPPORTUNITIES - ---------------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY o Legg Mason Capital Management, Inc. - ---------------------------------------------------------------------------------------------- EQ/LONG TERM BOND o BlackRock Financial Management, Inc. - ---------------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND o Lord, Abbett & Co. LLC INCOME - ---------------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP o Lord, Abbett & Co. LLC CORE - ---------------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE o Lord, Abbett & Co. LLC - ---------------------------------------------------------------------------------------------- EQ/MARSICO FOCUS o Marsico Capital Management, LLC - ---------------------------------------------------------------------------------------------- EQ/MONEY MARKET o The Dreyfus Corporation - ---------------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL o Montag & Caldwell, Inc. GROWTH - ---------------------------------------------------------------------------------------------- EQ/MUTUAL SHARES o Franklin Mutual Advisers, LLC - ---------------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL o OppenheimerFunds, Inc. - ---------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET o OppenheimerFunds, Inc. OPPORTUNITY - ---------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET o OppenheimerFunds, Inc. SMALL CAP - ---------------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN o Pacific Investment Management Company, LLC - ---------------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND o BlackRock Financial Management, Inc. - ---------------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX o AllianceBernstein L.P. - ---------------------------------------------------------------------------------------------- EQ/TCW EQUITY* o TCW Investment Management Company - ---------------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH o Templeton Global Advisors Limited - ---------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME o UBS Global Asset Management (Americas) Inc. - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK o Morgan Stanley Investment Management Inc. - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP o Morgan Stanley Investment GROWTH Management Inc. - ---------------------------------------------------------------------------------------------- EQ/VAN KAMPEN REAL ESTATE** o Morgan Stanley Investment Management Inc. - ---------------------------------------------------------------------------------------------- 30 Contract features and benefits - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name Objective - ---------------------------------------------------------------------------------------------- MarketPLUS INTERNATIONAL Seeks to achieve long-term growth of capital. CORE - ---------------------------------------------------------------------------------------------- MarketPLUS MID CAP VALUE Seeks long-term capital appreciation. - ---------------------------------------------------------------------------------------------- MarketPLUS LARGE CAP GROWTH Seeks to provide long-term capital growth. - ---------------------------------------------------------------------------------------------- MarketPLUS LARGE CAP CORE Seeks long-term growth of capital with a secondary objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name applicable) - ---------------------------------------------------------------------------------------------- MarketPLUS INTERNATIONAL o AXA Equitable CORE o Mellon Equity Associates LLC o Wentworth Hauser and Violich, Inc. - ---------------------------------------------------------------------------------------------- MarketPLUS MID CAP VALUE o AXA Equitable o Mellon Equity Associates LLC o Wellington Management Company LLP - ---------------------------------------------------------------------------------------------- MarketPLUS LARGE CAP GROWTH o AXA Equitable o Marsico Capital Management LLC o Mellon Equity Associates LLC - ---------------------------------------------------------------------------------------------- MarketPLUS LARGE CAP CORE o AXA Equitable o Institutional Capital Corporation LLC o Mellon Equity Associates LLC - ---------------------------------------------------------------------------------------------- * The name of this investment option will change to EQ/T. Rowe Price Growth Stock on or about July 9, 2007, subject to regulatory approval. ** This investment option will be available on or about July 9, 2007, subject to regulatory approval. You should consider the investment objective, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Portfolios contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. Contract features and benefits 31 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.50% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable 32 Contract features and benefits market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states-see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." You may have your account value transferred to any of the variable investment options available under your contract. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life, the 100% Principal guarantee benefit or the Guaranteed minimum income benefit without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced Contract features and benefits 33 death benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. We will transfer amounts from the account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months, during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options (subject to restrictions in certain states. See Appendix VII later in this Prospectus.) You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life or the Guaranteed minimum income benefit without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life, the 100% Principal guarantee benefit or the Guaranteed minimum income benefit without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, this option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. 34 Contract features and benefits INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life, the 100% Principal guarantee benefit or the Guaranteed minimum income benefit without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program, you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in every state. See Appendix VII later in this Prospectus for more information on state availability. You may only participate in one dollar cost averaging program at a time. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6-1/2% (OR 6%, IF APPLICABLE) ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6-1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to the benefit base is: o 6-1/2% (or 6%,if applicable) with respect to the variable investment options (other than EQ/Money Market), and the account for special dollar cost averaging; the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/Money Market, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, THE GREATER OF 6-1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, THE GREATER OF 3% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the owner's (or older joint Contract features and benefits 35 owner's, if applicable) 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. GREATER OF 6-1/2% (OR 6% IF APPLICABLE) ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6-1/2% (or 6%, if applicable) Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see " Withdrawal charge" in "Charges and expenses" later in the Prospectus. 3% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 3% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to the benefit base is 3%. The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. GREATER OF 3% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 3% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. GUARANTEED MINIMUM INCOME BENEFIT AND THE ROLL-UP BENEFIT BASE RESET. You will be eligible to reset your Guaranteed minimum income benefit Roll-Up benefit base on each contract date anniversary until age 75. If you elect the Guaranteed minimum income benefit without the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, you may reset its Roll-Up benefit base on each contract date anniversary until age 75 AND your investment option choices will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. See "What are your investment options under the contract?" earlier in this section. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The Roll-Up continues to age 85 on any reset benefit base. If you elect both the Guaranteed minimum income benefit AND the Greater of the 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit"), you will be eligible to reset the Roll-Up benefit base for these guaranteed benefits to equal the account value on any contract date anniversary until age 75, and your investment options will not be restricted. If you elect both options, they are not available with different Roll-Up benefit bases: each option must include either the 6-1/2% Roll-Up or 6% Roll-Up benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset until the next contract date anniversary. If after your death your spouse continues this contract, the benefit base will be eligible to be reset on each contract date anniversary, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. If you elect to reset your Roll-Up benefit base on any contract date anniversary, we may increase the charge for the Guaranteed minimum income benefit and the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. There is no charge increase for the Annual Ratchet to age 85 enhanced death benefit. See both "Guaranteed minimum death benefit charge" and "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus for more information. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of the reset: you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from 36 Contract features and benefits another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6-1/2% (or 6%) of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6-1/2% (or 6%) threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II -- "Purchase considerations for QP Contracts," later in this Prospectus. If you elect both a "Greater of" enhanced death benefit and the Guaranteed minimum income benefit, the Roll-Up benefit bases for both are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. Subject to state availability (see Appendix VII later in this Prospectus), you may elect one of the following: o The Guaranteed minimum income benefit that includes the 6-1/2% Roll-Up benefit base. o The Guaranteed minimum income benefit that includes the 6% Roll-Up benefit base. Both options include the ability to reset your Guaranteed minimum income benefit base on each contract date anniversary until age 75. See "Guaranteed minimum income benefit and the Roll-Up benefit base reset" earlier in this section. If you elect the Guaranteed minimum income benefit with a "Greater of" death benefit, you can choose between one of the following two combinations: o the Greater of the 6-1/2% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit with the Guaranteed minimum income benefit that includes the 6-1/2% Roll-Up benefit base, or o the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit with the Guaranteed minimum income benefit that includes the 6% Roll-Up benefit base. If you elect the Guaranteed minimum income benefit without the Greater of the 6-1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. See "What are your investment options under the contract?" earlier in this section. If the contract is jointly owned, the guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you elect both the Guaranteed minimum income benefit and a "Greater of" enhanced death benefit, the Roll-Up rate you elect must be the same for both features. If you are purchasing this contract as an Inherited IRA or if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit is not available. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age, as follows: Contract features and benefits 37 - ------------------------------------------------------ Level payments - ------------------------------------------------------ Owner's Period certain years age at exercise - ------------------------------------------------------ 80 and younger 10 81 9 82 8 83 7 84 6 85 5 - ------------------------------------------------------ We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6-1/2% (or 6%, if applicable) of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your aggregate withdrawals during any contract year exceed 6-1/2% (or 6%, if applicable) of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon the contract date anniversary following the owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6-1/2% (or 6%, if applicable) of your Roll-Up benefit base at the beginning of the contract year. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals, or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/Money Market, the guaranteed interest option, the fixed maturity options or the loan reserve account under Rollover TSA contracts. - ------------------------------------------------------------- Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life - ------------------------------------------------------------- 10 $10,065 15 $15,266 - ------------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner (or older joint owner, if applicable) will become the annuitant, and the contract will be annuitized on the basis of the annuitant's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly 38 Contract features and benefits or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age, as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) QP contract into an Accumulator(R) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) Since no partial exercise is permitted, owners of defined benefit QP contracts who plan to change ownership of the contract to the participant must first compare the participant's lump sum benefit amount and annuity benefit amount to the GMIB benefit amount and account value, and make a withdrawal from the contract if necessary. See "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. (v) for Accumulator(R) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (vi) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vii) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules; (viii) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age (if applicable); and (ix) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's (or older joint annuitant's, if applicable) age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the Contract features and benefits 39 method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death, adjusted for subsequent withdrawals (and associated withdrawal charges), whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits (other than the Greater of 3% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit) or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. Each enhanced death benefit has an additional charge. There is no additional charge for the standard death benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFIT APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 80 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 80 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM ROTH IRA, AND ROLLOVER TSA CONTRACTS; 20 THROUGH 70 AT ISSUE OF FLEXIBLE PREMIUM IRA CONTRACTS; 0 THROUGH 70 AT ISSUE FOR INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. Subject to state availability (see Appendix VII later in this Prospectus for state availability of these benefits) and your age at contract issue, you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85 (available for owner issue ages 0-75). o The Greater of 6-1/2% Roll-Up to age 85 or Annual Ratchet to age 85 (available for owner issue ages 0-75) o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 (available for owner issue ages 0-75). o The Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85 (available for owner issue ages 76-80). Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. As discussed earlier in this Prospectus, you can elect a "Greater of" enhanced death benefit with a corresponding Guaranteed minimum income benefit. You can elect one of the following two combinations: o the Greater of 6-1/2% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit with the Guaranteed minimum income benefit that includes the 6-1/2% Roll-Up benefit base, or o the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit with the Guaranteed minimum income benefit that includes the 6% Roll-Up benefit base. If you purchase a "Greater of" enhanced death benefit with the Guaranteed minimum income benefit, you will be eligible to reset your Roll-Up benefit base on each contract date anniversary until age 75. If you purchase a "Greater of" enhanced death benefit without the Guaranteed minimum income benefit, no reset is available. See "Guaranteed minimum income benefit and the Roll-Up benefit base reset" earlier in this section. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract, if the owner is age 75 or younger. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life, the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: 40 Contract features and benefits o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For an example of how the Earnings enhancement death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. See "What are your investment options under the contract?" earlier in this section. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner. For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. This benefit is not available under an Inherited IRA contract. Joint life QP and TSA contracts are not permitted. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed withdrawal benefit for life. See "Owner and annuitant requirements" earlier in this section. Contract features and benefits 41 The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - ------------------------------------------------------------- - ------------------------------------------------------------- Age Applicable percentage 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - ------------------------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your Income base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your Income base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and 42 Contract features and benefits your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make; See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides a higher Contract features and benefits 43 amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar-for-dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. 44 Contract features and benefits Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. See "What are your investment options under the contract?" earlier in this section. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Principal guarantee benefit. See "Owner and annuitant requirements" earlier in this section. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or ben- Contract features and benefits 45 efit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, Spousal continuation, special dollar cost averaging program, automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue taking required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options, and (iv) any interest in the account for special dollar cost averaging, through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii) or (iv) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. 46 Contract features and benefits Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or Flexible Premium IRA contract, whichever applies. Our processing office, or your financial professional, can provide you with the cancellation instructions. Contract features and benefits 47 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging; and (v) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges; (ii) any applicable withdrawal charges; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option less daily charges for: (i) mortality and expense risks; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. 48 Determining your contract's value PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. Determining your contract's value 49 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. Some states may have additional transfer restrictions. Please see Appendix VII later in this Prospectus. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or, (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. 50 Transferring your money among investment options We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (together, "the trusts"). The trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the trust obtains from us contract owner trading activity. The trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, the trusts had not implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. Transferring your money among investment options 51 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------- Automatic Pre-age Lifetime payment 59-1/2 required plans Substan minimum (GWBL System- -tially distribu- Contract only) Partial atic equal tion - -------------------------------------------------------------------------------- NQ Yes Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes Yes - -------------------------------------------------------------------------------- Flexible Premium IRA Yes Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes Yes No - -------------------------------------------------------------------------------- Flexible Premium Roth IRA Yes Yes Yes Yes No - -------------------------------------------------------------------------------- Inherited IRA Yes Yes No No * - -------------------------------------------------------------------------------- QP** Yes Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA*** Yes Yes Yes No Yes - -------------------------------------------------------------------------------- * This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. ** All payments are made to the trust, as the owner of the contract. *** For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. 52 Accessing your money Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions.) You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA, Roth Conversion IRA, Flexible Premium IRA and Flexible Premium Roth IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, Flexible Premium IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This service is not available under defined benefit QP contracts. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made Accessing your money 53 annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA, Flexible Premium IRA, and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawal may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6-1/2% (or 6%, if applicable) of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset" in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6-1/2% (or 6% or 3%, as applicable) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6-1/2% (or 6% or 3%, as applicable) Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6-1/2% (or 6% or 3%, as applicable) or less of the 6-1/2% (or 6% or 3%, as applicable) Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during a contract year do not affect the amount of withdrawals that can be taken on a dollar-for-- 54 Accessing your money dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6-1/2% (or 6% or 3%, as applicable) of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6-1/2% (or 6% or 3%, as applicable) Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life " in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. See Appendix VII later in this Prospectus to see if a different interest rate applies in your state. Accessing your money 55 LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the "loan reserve account." Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners, while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable) if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6-1/2% (or 6%, if applicable) of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed 56 Accessing your money minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for owners and annu- Period certain annuity itants age 83 or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contract that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life, and after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable income annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. Accessing your money 57 The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income benefit option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options, no withdrawal charge is imposed under the Accumulator(R). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) contract date. (Please see Appendix VII later in this Prospectus for information on state variations.). Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. For contracts with joint annuitants, the maturity age is based on the older annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar-for-dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. 58 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.80% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option. The charge, together with the annual administrative charge described below, is to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.20% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge Charges and expenses 59 from the fixed maturity options (if available) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits, except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non-life contingent payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options -- The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - -------------------------------------------------------------------------------- Contract year - -------------------------------------------------------------------------------- 1 2 3 4 5 6 7 8+ - -------------------------------------------------------------------------------- Percentage of contribution 7% 7% 6% 6% 5% 3% 1% 0% - -------------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1," and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. Please see Appendix VII later in this Prospectus for possible withdrawal charge schedule variations in your state. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% free withdrawal amount. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract) and (2) the 10% free withdrawal amount defined above. Certain withdrawals. If you elected the Guaranteed minimum income benefit and/or the Greater of 6-1/2% (or 6%, if applicable) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6-1/2% (or 6%, if applicable) of the beginning of contract year 6-1/2% (or 6%, if applicable) Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6-1/2% (or 6%, if applicable) of the beginning of contract year 6-1/2% (or 6%, if applicable) Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount. If you are age 76-80 at issue and elected the Greater of 3% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, this waiver applies to withdrawals up to 3% of the beginning of the contract year 3% Roll-Up to age 85 benefit base. If your withdrawals exceed the amount described above, this waiver is not applicable to that withdrawal or to any subsequent withdrawals for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawal during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. Disability, terminal illness, or confinement to nursing home. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or 60 Charges and expenses (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: - its main function is to provide skilled, intermediate, or custodial nursing care; - it provides continuous room and board to three or more persons; - it is supervised by a registered nurse or licensed practical nurse; - it keeps daily medical records of each patient; - it controls and records all medications dispensed; and - its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6-1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.80% of the greater of the 6-1/2% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. If you opt to reset your Roll-Up benefit base on any contract date anniversary, we reserve the right to increase the charge for this enhanced death benefit up to a maximum of 0.95% of the applicable benefit base. You will be notified of the increased charge at the time we notify you of your eligibility to reset. The increased charge, if any, will apply as of the next contract date anniversary following the reset and on all contract date anniversaries thereafter. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.65% of the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. If you opt to reset your Roll-Up benefit base on any contract date anniversary, if applicable, we reserve the right to increase the charge for this enhanced death benefit up to a maximum of 0.80% of the applicable benefit base. You will be notified of the increased charge at the time we notify you of your eligibility to reset. The increased charge, if any, will apply as of the next contract date anniversary following the reset and on all contract date anniversaries thereafter. GREATER OF 3% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.65% of the greater of the 3% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If such amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. Charges and expenses 61 If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. If you elect the Guaranteed minimum income benefit that includes the 6-1/2% Roll-Up benefit base, the charge is equal to 0.80% of the applicable benefit base on the contract date anniversary. If you elect the Guaranteed minimum income benefit that includes the 6% Roll-Up benefit base, the charge is equal to 0.65% of the applicable benefit base. If you opt to reset your Roll-Up benefit base on any contract date anniversary, we reserve the right to increase the charge for this benefit up to a maximum of 1.10% for the benefit that includes the 6-1/2% Roll-Up benefit base or 0.95% for the benefit that includes the 6% Roll-Up benefit base. You will be notified of the increased charge at the time we notify you of your eligibility to reset. The increased charge, if any, will apply as of the next contract date anniversary following the reset and on all contract date anniversaries thereafter. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. 62 Charges and expenses CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of 0.25%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge, or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 63 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. Under a contract with a non-natural owner that has joint annuitants, the surviving annuitant is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. - -------------------------------------------------------------------------------- When we use the terms owner and joint owner, we intend these to be references to annuitant and joint annuitant, respectively, if the contract has a non-natural owner. If the contract is jointly owned or is issued to a non- natural owner and the GWBL has not been elected, the death benefit is payable upon the death of the older joint owner or older joint annuitant, as applicable. Under contracts with GWBL, the terms Owner and Successor Owner are intended to be references to Annuitant and Joint Annuitant, respectively if the contract has a non-natural owner. - -------------------------------------------------------------------------------- Subject to applicable laws and regulations, you may impose restrictions on the timing and manner of the payment of the death benefit to your beneficiary. For example, your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. If the contract had joint annuitants, it will become a single annuitant contract. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. For Joint Life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature, or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the surviving joint owner is not the surviving spouse, or, for single owner contracts, if the beneficiary is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the ben- If the surviving joint owner is not the surviving spouse, or, for single owner contracts, if the beneficiary is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the ben- 64 Payment of death benefit eficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your younger spouse, or if the contract owner is a non-natural person and you and your younger spouse are joint annuitants, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. Upon your death, the younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract) may elect to receive the death benefit, continue the contract under our Beneficiary continuation option (as discussed below in this section) or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If you elected either the Annual Ratchet to age 85 or the Greater of 6-1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, and if your surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the enhanced death benefit continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. If you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow until the contract date anniversary following the date the surviving spouse reaches age 85. o If you elected the Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, and your surviving spouse is age 80 or younger at the date of your death, and you were age 84 or younger at death, the enhanced death benefit continues and will grow according to its terms until the contract date anniversary following the surviving spouse's 85th birthday. If you were age 85 or older at death, we will reinstate the enhanced death benefit you elected. The benefit base (which had been previously frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the surviving spouse's 85th birthday. If your spouse is younger than age 75, before electing to continue the contract, your spouse should consider that he or she could purchase a new contract and elect the Greater of 6% (as opposed to 3%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit at the same cost. He or she could also purchase a contract with a "Greater of 6-1/2%" enhanced death benefit at an additional cost. o If you elected either the Annual Ratchet to age 85 or the Greater of the 6-1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit and your surviving spouse is age 76 or over on the date of your death, the Guar- Payment of death benefit 65 anteed minimum death benefit and charge will be discontinued. If you elected the Greater of the 3% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit and your surviving spouse is 81 or older, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Roll-Up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. If the deceased spouse was a joint annuitant, the contract will become a single annuitant contract. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. If the deceased spouse was a joint annuitant, the contract will become a single annuitant contract. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax 66 Payment of death benefit information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any Payment of death benefit 67 remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. 68 Payment of death benefit 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator's(R) choice of death benefits, the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit, special dollar cost averaging, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. Tax information 69 TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual payments and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). Collateral assignments are taxable to the extent of any earnings in the contract at the time any portion of the contract's value is assigned as collateral. Therefore, if you assign your contract as collateral for a loan with a third party after the contract is issued but before the end of the first contract year, you may have taxable income even though you receive no payments under the contract. AXA Equitable will report any income attributable to a collateral assignment on Form 1099-R. Also, if AXA Equitable makes payments or distributions to the assignee pursuant to directions under the collateral assignment agreement, any gains in such payments may be taxable to you and reportable on Form 1099-R even though you do not receive them. CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a 70 Tax information death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the "Withdrawal Option" selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2, a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically include mutual funds and/or individual stocks and securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). Tax information 71 AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA or Roth IRA. The traditional IRAs we offer are the Rollover IRA and Flexible Premium IRA. The versions of the Roth IRA available are the Roth Conversion IRA and Flexible Premium Roth IRA. We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of nearly identical prior versions of the Accumulator(R) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) IRA or Accumulator(R) Roth IRA with optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel with a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000 your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch-up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. "Catch-up" contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored tax-favored 72 Tax information retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions". That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted ------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 "catch-up" contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. Tax information 73 When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custodial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan, such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a 74 Tax information tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contribution amount for the applicable taxable year; or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Tax information 75 Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions Background on Regulations--Required Minimum Distributions. Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your Required Beginning Date, which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year -- the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death ben- 76 Tax information eficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owners death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, no amounts are required to be paid until after your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special federal income tax definition); or o used to pay medical insurance premiums for unemployed individuals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special federal income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments, using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" earlier in this section. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under Tax information 77 either option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Roth IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA or a Flexible Premium Roth IRA contract. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007, and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000. (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian, trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; 78 Tax information o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is computed without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the tradi- Tax information 79 tional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to the special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2; or older or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped and added together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contributions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. 80 Tax information Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally, there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Internal Revenue Code or a custodial account that invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax funds in the Rollover TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contribu- Tax information 81 tions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA contract with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds, and o the Accumulator(R) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Rollover TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who provided the funds to purchase the TSA you are transferring to the Accumulator(R) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us 82 Tax information in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity Payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest out standing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same Tax information 83 employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over an "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the 84 Tax information Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribution from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to non-United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at any time. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or Tax information 85 o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviving spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 86 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account No. 49 operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from, the Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs, which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - ------------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------ 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - ------------------------------------------------------------ More information 87 - ------------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------ 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - ------------------------------------------------------------ HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMO's maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options and the account for special dollar cost averaging, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. 88 More information We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have its signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ, Rollover IRA, Roth Conversion IRA, Flexible Premium IRA or Flexible Premium Roth IRA contract on a monthly or quarterly basis. AIP is not available for QP, Inherited IRA beneficiary continuation (traditional IRA or Roth IRA) or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. For NQ, Rollover IRA and Roth Conversion IRA contracts, the minimum amounts we will deduct are $100 monthly and $300 quarterly. For Flexible Premium IRA and Flexible Premium Roth IRA contracts, the minimum amount we will deduct is $50. Under the IRA contracts, these amounts are subject to the tax maximums. AIP additional contributions may be allocated to any of the variable investment options, the guaranteed interest option and available fixed maturity options, but not the account for special dollar cost averaging. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer More information 89 order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of shares of the Trusts, we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's annuity and/or variable life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. 90 More information TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive notification of any change at our processing office. In certain circumstances, you may collaterally assign all or a portion of the value of your NQ contract as security for a loan with a third party lender. The terms of the assignment are subject to our approval. The amount of the assignment may never exceed your account value on the day prior to the date we receive all necessary paperwork to effect the assignment. Only one assignment per contract is permitted, and any such assignment must be made prior to the first contract date anniversary. You must indicate that you have not purchased, and will not purchase, any other AXA Equitable (or affiliate's) NQ deferred annuity contract in the same calendar year that you purchase this contract. A collateral assignment does not terminate your benefits under the contract. However, all withdrawals, distributions and benefit payments, as well as the exercise of any benefits, are subject to the assignee's prior approval and payment directions. We will follow such directions until AXA Equitable receives written notification satisfactory to us that the assignment has been terminated. If the owner or beneficiary fails to provide timely notification of the termination, it is possible that we could pay the assignee more than the amount of the assignment, or continue paying the assignee pursuant to existing directions after the collateral assignment has in fact been terminated. Our payment of any death benefit to the beneficiary will also be subject to the terms of the assignment until we receive written notification satisfactory to us that the assignment has been terminated. If you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB, and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. The Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. The Benefit will also not terminate if you transfer your individually-owned contract to a trust held for your (or your and your immediate family's) benefit; the Benefit will continue to be based on your life. If you were not the annuitant under the individually-owned contract, you will become the annuitant under the new contract. Please speak with your financial professional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. Loans are not available under your NQ contract. You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available and you cannot assign IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-- More information 91 based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 7.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the 92 More information Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 93 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005, and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. 94 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.30%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION - -------------------------------------------------------------------------------- For the year ended December 31, ------------------------------------------ 2006 - -------------------------------------------------------------------------------- AXA Aggressive Allocation - -------------------------------------------------------------------------------- Unit value $ 13.91 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 4,973 - -------------------------------------------------------------------------------- AXA Conservative Allocation - -------------------------------------------------------------------------------- Unit value $ 11.46 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 590 - -------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - -------------------------------------------------------------------------------- Unit value $ 12.12 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,414 - -------------------------------------------------------------------------------- AXA Moderate Allocation - -------------------------------------------------------------------------------- Unit value $ 12.65 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 8,363 - -------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - -------------------------------------------------------------------------------- Unit value $ 14.01 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 17,150 - -------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - -------------------------------------------------------------------------------- Unit value $ 12.96 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 94 - -------------------------------------------------------------------------------- AXA Premier VIP Core Bond - -------------------------------------------------------------------------------- Unit value $ 10.76 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 333 - -------------------------------------------------------------------------------- AXA Premier VIP Health Care - -------------------------------------------------------------------------------- Unit value $ 12.84 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 177 - -------------------------------------------------------------------------------- AXA Premier VIP High Yield - -------------------------------------------------------------------------------- Unit value $ 12.44 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 448 - -------------------------------------------------------------------------------- AXA Premier VIP International Equity - -------------------------------------------------------------------------------- Unit value $ 18.43 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 386 - -------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - -------------------------------------------------------------------------------- Unit value $ 13.53 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 62 - -------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - -------------------------------------------------------------------------------- Unit value $ 11.54 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 176 - -------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - -------------------------------------------------------------------------------- Unit value $ 15.57 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 264 - -------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - -------------------------------------------------------------------------------- Unit value $ 13.44 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 212 - -------------------------------------------------------------------------------- Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the year ended December 31, ------------------------------------------ 2006 - -------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - -------------------------------------------------------------------------------- Unit value $ 15.00 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 224 - -------------------------------------------------------------------------------- AXA Premier VIP Technology - -------------------------------------------------------------------------------- Unit value $ 12.42 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 112 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - -------------------------------------------------------------------------------- Unit value $ 13.65 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 869 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - -------------------------------------------------------------------------------- Unit value $ 10.27 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 63 - -------------------------------------------------------------------------------- EQ/AllianceBernstein International - -------------------------------------------------------------------------------- Unit value $ 18.04 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 800 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - -------------------------------------------------------------------------------- Unit value $ 12.31 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 180 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - -------------------------------------------------------------------------------- Unit value $ 10.73 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 364 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - -------------------------------------------------------------------------------- Unit value $ 14.29 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 213 - -------------------------------------------------------------------------------- EQ/AllianceBernstein Value - -------------------------------------------------------------------------------- Unit value $ 15.23 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,142 - -------------------------------------------------------------------------------- EQ/Ariel Appreciation II - -------------------------------------------------------------------------------- Unit value $ 11.37 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 124 - -------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - -------------------------------------------------------------------------------- Unit value $ 11.05 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 160 - -------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - -------------------------------------------------------------------------------- Unit value $ 2.77 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 989 - -------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - -------------------------------------------------------------------------------- Unit value $ 11.94 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 101 - -------------------------------------------------------------------------------- EQ/Capital Guardian Growth - -------------------------------------------------------------------------------- Unit value $ 11.90 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 604 - -------------------------------------------------------------------------------- EQ/Capital Guardian International - -------------------------------------------------------------------------------- Unit value $ 17.03 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 625 - -------------------------------------------------------------------------------- EQ/Capital Guardian Research - -------------------------------------------------------------------------------- Unit value $ 13.57 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 276 - -------------------------------------------------------------------------------- A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the year ended December 31, ------------------------------------------ 2006 - -------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - -------------------------------------------------------------------------------- Unit value $ 3.35 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 966 - -------------------------------------------------------------------------------- EQ/Davis New York Venture - -------------------------------------------------------------------------------- Unit value $ 10.85 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 406 - -------------------------------------------------------------------------------- EQ/Equity 500 Index - -------------------------------------------------------------------------------- Unit value $ 13.65 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 553 - -------------------------------------------------------------------------------- EQ/Evergreen International Bond - -------------------------------------------------------------------------------- Unit value $ 9.95 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 316 - -------------------------------------------------------------------------------- EQ/Evergreen Omega - -------------------------------------------------------------------------------- Unit value $ 12.09 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 81 - -------------------------------------------------------------------------------- EQ/FI Mid Cap - -------------------------------------------------------------------------------- Unit value $ 14.99 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 587 - -------------------------------------------------------------------------------- EQ/FI Mid Cap Value - -------------------------------------------------------------------------------- Unit value $ 15.64 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 506 - -------------------------------------------------------------------------------- EQ/Franklin Income - -------------------------------------------------------------------------------- Unit value $ 10.43 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 828 - -------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - -------------------------------------------------------------------------------- Unit value $ 10.82 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 123 - -------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - -------------------------------------------------------------------------------- Unit value $ 11.43 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 231 - -------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - -------------------------------------------------------------------------------- Unit value $ 43.04 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 156 - -------------------------------------------------------------------------------- EQ/International Growth - -------------------------------------------------------------------------------- Unit value $ 6.33 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 363 - -------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - -------------------------------------------------------------------------------- Unit value $ 10.84 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,106 - -------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - -------------------------------------------------------------------------------- Unit value $ 14.59 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 104 - -------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - -------------------------------------------------------------------------------- Unit value $ 11.22 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 314 - -------------------------------------------------------------------------------- Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the year ended December 31, ------------------------------------------ 2006 - -------------------------------------------------------------------------------- EQ/Long Term Bond - -------------------------------------------------------------------------------- Unit value $ 7.67 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 249 - -------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - -------------------------------------------------------------------------------- Unit value $ 12.32 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 291 - -------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - -------------------------------------------------------------------------------- Unit value $ 11.83 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 92 - -------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - -------------------------------------------------------------------------------- Unit value $ 12.50 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 408 - -------------------------------------------------------------------------------- EQ/Marsico Focus - -------------------------------------------------------------------------------- Unit value $ 13.60 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 1,416 - -------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - -------------------------------------------------------------------------------- Unit value $ 14.42 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 385 - -------------------------------------------------------------------------------- EQ/Mercury International Value - -------------------------------------------------------------------------------- Unit value $ 18.04 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 590 - -------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - -------------------------------------------------------------------------------- Unit value $ 13.00 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 58 - -------------------------------------------------------------------------------- EQ/MFS Investors Trust - -------------------------------------------------------------------------------- Unit value $ 13.69 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 37 - -------------------------------------------------------------------------------- EQ/Money Market - -------------------------------------------------------------------------------- Unit value $ 10.24 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 702 - -------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - -------------------------------------------------------------------------------- Unit value $ 1.98 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 449 - -------------------------------------------------------------------------------- EQ/Mutual Shares - -------------------------------------------------------------------------------- Unit value $ 10.71 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 666 - -------------------------------------------------------------------------------- EQ/Oppenheimer Global - -------------------------------------------------------------------------------- Unit value $ 11.10 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 158 - -------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Cap - -------------------------------------------------------------------------------- Unit value $ 11.10 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 96 - -------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - -------------------------------------------------------------------------------- Unit value $ 10.93 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 35 - -------------------------------------------------------------------------------- EQ/PIMCO Real Return - -------------------------------------------------------------------------------- Unit value $ 8.59 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 841 - -------------------------------------------------------------------------------- EQ/Short Duration Bond - -------------------------------------------------------------------------------- Unit value $ 9.87 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 111 - -------------------------------------------------------------------------------- A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - -------------------------------------------------------------------------------- For the year ended December 31, ------------------------------------------ 2006 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EQ/Small Cap Value - -------------------------------------------------------------------------------- Unit value $ 14.93 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 327 - -------------------------------------------------------------------------------- EQ/Small Company Growth - -------------------------------------------------------------------------------- Unit value $ 5.09 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 574 - -------------------------------------------------------------------------------- EQ/Small Company Index - -------------------------------------------------------------------------------- Unit value $ 14.85 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 370 - -------------------------------------------------------------------------------- EQ/TCW Equity - -------------------------------------------------------------------------------- Unit value $ 6.37 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 154 - -------------------------------------------------------------------------------- EQ/Templeton Growth - -------------------------------------------------------------------------------- Unit value $ 10.76 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 526 - -------------------------------------------------------------------------------- EQ/UBS Growth and Income - -------------------------------------------------------------------------------- Unit value $ 2.47 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 473 - -------------------------------------------------------------------------------- EQ/Van Kampen Comstock - -------------------------------------------------------------------------------- Unit value $ 11.93 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 664 - -------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - -------------------------------------------------------------------------------- Unit value $ 24.80 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 625 - -------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - -------------------------------------------------------------------------------- Unit value $ 13.35 - -------------------------------------------------------------------------------- Number of units outstanding (000's) 298 - -------------------------------------------------------------------------------- Appendix I: Condensed financial information A-5 Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or contributions directly from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. If in a defined benefit plan, the plan's actuary determines that an overfunding in the QP contract has occurred, then any transfers of plan assets out of the QP contract may result in the assessment of a withdrawal charge or a market value adjustment on the amount being transferred. For defined benefit plans, the maximum percentage of actuarial value of the plan participant's normal retirement benefit that can be funded by a QP contract is 80%. The account value under a QP contract may at any time be more or less than the lump sum actuarial equivalent of the accrued benefit for a defined benefit plan participant. AXA Equitable does not guarantee that the account value under a QP contract will at any time equal the actuarial value of 80% of a participant/employee's accrued benefit. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for annuitants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution, and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisers whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. B-1 Appendix II: Purchase considerations for QP contracts Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - -------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 -------------------------------- 5.00% 9.00% - -------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - -------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - -------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - -------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - -------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - -------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - -------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - -------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - -------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - -------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $ 171,882 ________________ = ________________ where j is either 5% or 9% (1+j)(D/365) (1+j)(1,461/365) (c) Fixed maturity amount is based on the following calculation: Maturity value $ 171,882 ________________ = ___________________ (1+h)(D/365) (1+0.07)(1,461/365) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 ________________ = ___________________ (1+h)(D/365) (1+0.07)(1,461/365) Appendix III: Market value adjustment example C-1 Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/Money Market, the guaranteed interest option or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - ------------------------------------------------------------------------------------------------------------------------------------ End of contract 6-1/2% Roll-Up to age 85 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced year Account value enhanced death benefit enhanced death benefit enhanced death benefit death benefit - ------------------------------------------------------------------------------------------------------------------------------------ 1 $105,000 $ 106,500 (4) $ 106,000 (6) $ 105,000 (1) $ 105,000 (7) - ------------------------------------------------------------------------------------------------------------------------------------ 2 $115,500 $ 113,423 (3) $ 112,360 (5) $ 115,500 (1) $ 115,500 (7) - ------------------------------------------------------------------------------------------------------------------------------------ 3 $129,360 $ 120,795 (3) $ 119,102 (5) $ 129,360 (1) $ 129,360 (7) - ------------------------------------------------------------------------------------------------------------------------------------ 4 $103,488 $ 128,647 (4) $ 126,248 (6) $ 129,360 (2) $ 135,828 (8) - ------------------------------------------------------------------------------------------------------------------------------------ 5 $113,837 $ 137,009 (4) $ 133,823 (6) $ 129,360 (2) $ 142,296 (8) - ------------------------------------------------------------------------------------------------------------------------------------ 6 $127,497 $ 145,914 (4) $ 141,852 (6) $ 129,360 (2) $ 148,764 (8) - ------------------------------------------------------------------------------------------------------------------------------------ 7 $127,497 $ 155,399 (4) $ 150,363 (6) $ 129,360 (2) $ 155,232 (8) - ------------------------------------------------------------------------------------------------------------------------------------ The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6-1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6-1/2% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (5) At the end of contract years 2 and 3, the death benefit will be the current account value. (6) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (7) At the end of contract years 1 through 3, the death benefit is the current account value. (8) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. D-1 Appendix IV: Enhanced death benefit example Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6-1/2% Roll-Up to age 85 or the Annual Ratchet to age 85" enhanced death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.61)% and 3.39% for the Accumulator(R) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the enhanced death benefit, the Earnings enhancement benefit, and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6-1/2% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised, and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.38% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix V: Hypothetical illustrations E-1 Variable deferred annuity Accumulator(R) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6-1/2% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6-1/2% Roll-Up to age Lifetime Annual 85 or Annual Guaranteed Minimum Income Benefit Ratchet to age ---------------------------------- 85 Guaranteed Total Death Benefit Minimum Death with the Earnings Guaranteed Hypothetical Account Value Cash Value Benefit enhancement benefit Income Income Contract ------------------- ------------------ ------------------- ------------------- ----------------- ---------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ----- --------- --------- --------- -------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,345 101,324 88,345 94,324 106,500 106,500 109,100 109,100 N/A N/A N/A N/A 62 3 90,717 102,578 84,717 96,578 113,423 113,423 118,792 118,792 N/A N/A N/A N/A 63 4 86,107 103,751 80,107 97,751 120,795 120,795 129,113 129,113 N/A N/A N/A N/A 64 5 81,508 104,834 76,508 99,834 128,647 128,647 140,105 140,105 N/A N/A N/A N/A 65 6 76,911 105,817 73,911 102,817 137,009 137,009 151,812 151,812 N/A N/A N/A N/A 66 7 72,306 106,686 71,306 105,686 145,914 145,914 164,280 164,280 N/A N/A N/A N/A 67 8 67,686 107,431 67,686 107,431 155,399 155,399 177,558 177,558 N/A N/A N/A N/A 68 9 63,041 108,036 63,041 108,036 165,500 165,500 191,699 191,699 N/A N/A N/A N/A 69 10 58,361 108,487 58,361 108,487 176,257 176,257 206,760 206,760 N/A N/A N/A N/A 74 15 33,975 107,838 33,975 107,838 241,487 241,487 298,082 298,082 14,441 14,441 14,441 14,441 79 20 6,938 100,387 6,938 100,387 330,859 330,859 423,202 423,202 22,168 22,168 22,168 22,168 84 25 0 82,559 0 82,559 0 453,305 0 554,251 0 36,264 0 36,264 89 30 0 70,972 0 70,972 0 482,770 0 583,716 N/A N/A N/A N/A 94 35 0 61,872 0 61,872 0 482,770 0 583,716 N/A N/A N/A N/A 95 36 0 59,883 0 59,883 0 482,770 0 583,716 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a policy would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual policy years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. E-2 Appendix V: Hypothetical illustrations Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: ------------------------------------------------------------------------------------------------------------------- No Withdrawal $3,000 withdrawal $6,000 withdrawal ------------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 ------------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 ------------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death benefit less net contributions (prior to the withdrawal in C D). 4,000 4,000 4,000 B minus A. ------------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 ------------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero ------------------------------------------------------------------------------------------------------------------- Net contributions (adjusted for the withdrawal in D) F A minus E 100,000 100,000 98,000 ------------------------------------------------------------------------------------------------------------------- Death benefit (adjusted for the withdrawal in D) G B minus D 104,000 101,000 98,000 ------------------------------------------------------------------------------------------------------------------- Death benefit less net contributions H G minus F 4,000 1,000 0 ------------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% ------------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit J H times I 1,600 400 0 ------------------------------------------------------------------------------------------------------------------- Death benefit: including Earnings enhancement benefit K G plus J 105,600 101,400 98,000 ------------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. Appendix VI: Earnings enhancement benefit example F-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- CALIFORNIA See "Contract features and benefits"--"Your right to can- cel within a certain number of days" - -------------------------------------------------------------------------------- ILLINOIS See "Loans under Rollover TSA contracts" in "Accessing your money" See "Selecting an annuity payout option" under "Your annuity payout options" in "Accessing your money" - -------------------------------------------------------------------------------- NEW JERSEY "Greater of 6-1/2% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit" See "Guaranteed minimum death benefit charge" in "Fee table" - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- CALIFORNIA If you reside in the state of California and you are age 60 and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - -------------------------------------------------------------------------------- ILLINOIS Your loan interest rate will not exceed 8% (or any lower maximum rate that may become required by Illinois or fed- eral law). The following sentence replaces the first sentence of the second paragraph in this section: You can choose the date annuity payments begin but it may not be earlier than twelve months from the Accumulator(R) contract date. - -------------------------------------------------------------------------------- NEW JERSEY All references to this feature are deleted in their entirety. You have the choice of the following guaranteed minimum death benefits: the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85; the Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85; the Annual Ratchet to age 85; the Standard death benefit; the GWBL Standard death benefit; or the GWBL Enhanced death benefit. The charge for the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 is 0.60% The charge for the Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85 is 0.60 - -------------------------------------------------------------------------------- G-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- NEW JERSEY See "Guaranteed minimum death benefit charge" and (CONTINUED) "Guaranteed minimum income benefit charge" in "Fee table" See "Guaranteed minimum income benefit and the Roll-Up benefit base reset" in "Contract features and benefits" See "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" under "Guaranteed minimum death benefit charge" in "Charges and expenses" See "Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85" under "Guaranteed minimum death benefit charge" in "Charges and expenses" See "Guaranteed minimum income benefit charge" in "Charges and expenses" - -------------------------------------------------------------------------------- PENNSYLVANIA See "Disability, terminal illness, or confinement to nursing home" under "Withdrawal charge" in "Charges and expenses" Required disclosure for Pennsylvania customers - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- NEW JERSEY Footnote (4) (and all related text) is deleted in its entirety. (CONTINUED) We do not reserve the right to increase your charge if you reset your Greater of 6% to age 85 or Annual Ratchet to age 85 enhanced death benefit and Guaranteed minimum income benefit Roll-Up benefit base. All references to resetting your Roll-Up benefit base on each contract date anniversary are deleted in their entirety here and throughout the Prospectus. Instead, if you elect the Guaranteed minimum income benefit alone or together with the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, you will be eligible to reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. The Guaranteed minimum income benefit that includes the 6-1/2% Roll-Up benefit base is not available in combination with the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. The second sentence of the first paragraph and the entire second paragraph is deleted in their entirety and replaced with the following: The charge is equal to 0.60% of the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. The second sentence is deleted in its entirety and replaced with the following: The charge is equal to 0.60% of the Greater of the 3% Roll-up to age 85 or the Annual Ratchet to age 85 benefit base. The third paragraph is deleted in its entirety. - -------------------------------------------------------------------------------- PENNSYLVANIA Item (iii) under this section is deleted in its entirety Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - -------------------------------------------------------------------------------- Appendix VII: State contract availability and/or variations of certain features and benefits G-2 - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA contracts Beneficiary continuation option (IRA) Tax information-- special rules for NQ contracts - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- PUERTO RICO Not Available Not Available Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico resi- dents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a con- tract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your per- sonal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. - -------------------------------------------------------------------------------- G-3 Appendix VII: State contract availability and/or variations of certain features and benefits Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 2 How to Obtain an Accumulator(R) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- Please send me an Accumulator(R) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip x1479/Core '02, OR, '04, '06 Jumpstart '07 and '07 Series ACCUMULATOR(R) ELITE(SM) A combination variable and fixed deferred annuity contract PROSPECTUS MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) ELITE(SM)? Accumulator(R) Elite(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VIII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity option and the account for special dollar cost averaging, which are discussed later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $10,000 is required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01486/Elite '02/'04 Series (R-4/15) Although this Prospectus is primarily designed for potential purchasers of the contract, you may have previously purchased a contract and be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that the options, features and charges of the contract may have varied over time (and, as noted above, may vary depending on your state) and you may not change your contract or its features as issued. For more information about the particular options, features and charges applicable to you, please contact your financial professional and/or refer to your contract and/or see Appendix IX for contract variations later in this Prospectus. Contents of this Prospectus - -------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - -------------------------------------------------------------------------------- ACCUMULATOR(R) ELITE(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? 7 How to reach us 8 Accumulator(R) Elite(SM) at a glance -- key features 10 - -------------------------------------------------------------------------------- FEE TABLE 14 - -------------------------------------------------------------------------------- Example 18 Condensed financial information 22 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 23 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 23 Owner and annuitant requirements 27 How you can make your contributions 27 What are your investment options under the contract? 27 Portfolios of the Trusts 28 Allocating your contributions 34 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 37 Annuity purchase factors 38 Guaranteed minimum income benefit option* 39 Guaranteed minimum death benefit 41 Principal Protector(SM) 43 Inherited IRA beneficiary continuation contract 46 Your right to cancel within a certain number of days 47 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 48 - -------------------------------------------------------------------------------- Your account value and cash value 48 Your contract's value in the variable investment options 48 Your contract's value in the guaranteed interest option 48 Your contract's value in the fixed maturity options 48 Your contract's value in the account for special dollar cost averaging 48 Insufficient account value 48 - ---------- *Depending on when you purchased your contract, this benefit may be called the "Living Benefit." Accordingly, if applicable, all references to the Guaranteed minimum income benefit in this Prospectus and any related registration statement documents are references to the Living Benefit. "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. Contents of this Prospectus 3 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 50 - -------------------------------------------------------------------------------- Transferring your account value 50 Disruptive transfer activity 50 Rebalancing your account value 51 - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 53 - -------------------------------------------------------------------------------- Withdrawing your account value 53 How withdrawals are taken from your account value 54 How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2 55 How withdrawals affect Principal Protector(SM) 55 Withdrawals treated as surrenders 55 Loans under Rollover TSA contracts 56 Surrendering your contract to receive its cash value 56 When to expect payments 56 Your annuity payout options 57 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 60 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 60 Charges that the Trusts deduct 64 Group or sponsored arrangements 64 Other distribution arrangements 64 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 65 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 65 How death benefit payment is made 66 Beneficiary continuation option 67 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 71 - -------------------------------------------------------------------------------- Overview 71 Buying a contract to fund a retirement arrangement 71 Transfers among investment options 71 Taxation of nonqualified annuities 71 Individual retirement arrangements (IRAs) 73 Tax-Sheltered Annuity contracts (TSAs) 83 Federal and state income tax withholding and information reporting 86 Special rules for contracts funding qualified plans 87 Impact of taxes to AXA Equitable 87 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 88 - -------------------------------------------------------------------------------- About our Separate Account No. 49 88 About the Trusts 88 About our fixed maturity options 88 About the general account 89 About other methods of payment 90 Dates and prices at which contract events occur 90 About your voting rights 91 About legal proceedings 91 Financial statements 91 Transfers of ownership, collateral assignments, loans and borrowing 91 About Custodial IRAs 92 Distribution of the contracts 92 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 94 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Guaranteed principal benefit example F-1 VII -- Protection Plus(SM) example G-1 VIII -- State contract availability and/or variations of certain features and benefits H-1 IX -- Contract variations I-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- 4 Contents of this Prospectus Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 6% Roll-Up to age 85 enhanced death benefit 37 account value 48 administrative charge 60 annual administrative charge 60 Annual Ratchet to age 85 enhanced death benefit 38 annuitant 23 annuitization 57 annuity maturity date 59 annuity payout options 51 annuity purchase factors 38 automatic investment program 90 beneficiary 65 Beneficiary continuation option ("BCO") 67 benefit base 37 business day 90 cash value 48 charges for state premium and other applicable taxes 64 contract date 27 contract date anniversary 27 contract year 27 contributions to Roth IRAs 79 regular contributions 80 rollovers and direct transfers 80 conversion contributions 81 contributions to traditional IRAs 74 regular contributions 74 rollovers and transfers 75 disability, terminal illness or confinement to nursing home 61 disruptive transfer activity 50 distribution charge 60 EQAccess 8 ERISA 56 fixed-dollar option 36 fixed maturity options 33 free look 47 free withdrawal amount 61 general account 89 general dollar cost averaging 36 guaranteed interest option 33 Guaranteed minimum death benefit 41 Guaranteed minimum death benefit charge 62 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 38 Guaranteed minimum income benefit 39 Guaranteed minimum income benefit charge 63 Guaranteed minimum income benefit "no lapse guarantee" 40 Guaranteed principal benefits 34 Inherited IRA cover investment options cover Investment simplifier 36 IRA cover IRS 71 lifetime required minimum distribution withdrawals 54 loan reserve account 56 loans under rollover TSA 56 market adjusted amount 33 market timing 50 Page in Term Prospectus market value adjustment 33 maturity dates 33 maturity value 33 Mortality and expense risks charge 60 NQ cover Optional step up charge 63 partial withdrawals 53 portfolio cover Principal assurance 35 Principal Protector(SM) 43 Principal Protector(SM) charge 63 processing office 8 Protection Plus(SM) 42 Protection Plus(SM) charge 63 QP cover rate to maturity 33 Rebalancing 37 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 34 Separate Account No. 49 88 special dollar cost averaging 36 Spousal protection 67 standard death benefit 37 substantially equal withdrawals 53 Successor owner and annuitant 66 systematic withdrawals 53 TOPS 8 TSA cover traditional IRA cover Trusts 88 unit 48 variable investment options 27 wire transmittals and electronic applications 90 withdrawal charge 61 Index of key words and phrases 5 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Also, depending on when you purchased your contract, some of these may not apply to you or may be named differently under your contract. Your financial professional can provide further explanation about your contract or supplemental materials. - --------------------------------------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - --------------------------------------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit or Living Benefit guaranteed interest option Guaranteed Interest Account Principal Protector(SM) Guaranteed withdrawal benefit GWB benefit base Principal Protector(SM) benefit base GWB Annual withdrawal amount Principal Protector(SM) Annual withdrawal amount GWB Annual withdrawal option Principal Protector(SM) Annual withdrawal option GWB Excess withdrawal Principal Protector(SM) Excess withdrawal - --------------------------------------------------------------------------------------------------------------------- 6 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 7 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - ---------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - ---------------------------------------------------------------------------- Accumulator(R) Elite(SM) P.O. Box 13014 Newark, NJ 07188-0014 - ---------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - ---------------------------------------------------------------------------- Accumulator(R) Elite(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - ---------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - ---------------------------------------------------------------------------- Accumulator(R) Elite(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - ---------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - ---------------------------------------------------------------------------- Accumulator(R) Elite(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - ---------------------------------------------------------------------------- REPORTS WE PROVIDE: - ---------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - ---------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - ---------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of any transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). 8 Who is AXA Equitable? CUSTOMER SERVICE REPRESENTATIVE: You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts; (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for certain contracts with both the Guaranteed minimum income benefit and the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit); (15) requests to step up your Guaranteed withdrawal benefit ("GWB") benefit base, if applicable, under the Optional step up provision; (16) requests to terminate or reinstate your GWB, if applicable, under the Beneficiary continuation option, if applicable; (17) death claims; (18) change in ownership (NQ only), if available under your contract; and (19) enrollment in our "automatic required minimum distribution (RMD) service." WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. Who is AXA Equitable? 9 Accumulator(R) Elite(SM) at a glance -- key features - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ (Not all of the features listed are available under all contracts or in all states.) - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator(R) Elite(SM)'s variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. o Special 10 year fixed maturity option (available under Guaranteed principal benefit option 2 only). ------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Account for special dollar Available for dollar cost averaging all or a portion of any eligible contribution to your contract. cost averaging - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA) or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during the annuitant's life income benefit once you elect to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ Principal Protector(SM) Principal Protector(SM) is our optional Guaranteed withdrawal benefit ("GWB"), which provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed a specified amount. This feature may not be available under your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Initial minimum: $10,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $1,000 (Inherited IRA contracts) $50 (IRA contracts) Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for certain owners or annuitants who are age 81 and older at contract issue). See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ 10 Accumulator(R) Elite(SM) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ------------------------------------------------------------------------------------------------------------------------------------ Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ------------------------------------------------------------------------------------------------------------------------------------ Additional features* o Guaranteed minimum death benefit options o Guaranteed principal benefit options (including Principal assurance) o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semi-annually, and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness, confinement to a nursing home and certain other withdrawals o Protection Plus(SM), an optional death benefit available under certain contracts (subject to state availability) o Spousal protection (not available under certain contracts) o Successor owner/annuitant o Beneficiary continuation option o Guaranteed minimum income benefit no lapse guarantee (available under contracts with applications that were signed and submitted on or after January 1, 2005 subject to state availability) o Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset (available under contracts with applications that were signed and submitted on or after October 1, 2005 subject to state availability) * Not all features are available under all contracts. Please see Appendix IX later in this Prospectus for more information. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Elite(SM) at a glance -- key features 11 - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges+ o Daily charges on amounts invested in the variable investment options for mortality and expense risks, administrative charges, and distribution charges at an annual rate of 1.65%. o The charges for the Guaranteed minimum death benefits range from 0.0% to 0.60%, annually, of the applicable benefit base. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge of 0.65% of the applicable benefit base charge for the optional Guaranteed minimum income benefit until you exercise the benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge for the optional Guaranteed principal benefit option 2 (if available) deducted on the first 10 contract date anniversaries equal to 0.50% of the account value. o If your account value at the end of the contract year is less than $50,000, we deduct an annual administrative charge equal to $30, or during the first two contract years, 2% of your account value, if less. If your account value on the contract date anniversary is $50,000 or more, we will not deduct the charge. o An annual charge of 0.35% of your account value for the Protection Plus(SM) optional death benefit. o An annual charge of 0.35% of your account value for the 5% GWB Annual withdrawal option (if available) or 0.50% of your account value for the 7% GWB Annual withdrawal option (if available) for the optional Principal Protector(SM) benefit. If you "step up" your GWB benefit base, we reserve the right to raise the charge up to 0.60% and 0.80%, respectively. See "Principal Protector(SM) " in "Contract features and benefits" later in this Prospectus. o No sales charge is deducted at the time you make contributions. o During the first four contract years following a contribution, a charge of up to 8% will be deducted from amounts that you withdraw that exceed 10% of your account value. We use your account value at the beginning of each contract year to calculate the 10% amount available. There is no withdrawal charge in the fifth and later contract years following a contribution. Certain exemptions may apply. Certain contracts may provide for a higher free withdrawal amount. See Appendix IX later in this Prospectus for contract variations. ------------------------------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. ------------------------------------------------------------------------------------------------------- o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuity payout option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase the variable immediate annuitization payout option. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trusts' portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee Table later" in this Prospectus for details. + The fees and charges shown in this section are the maximum charges a contract owner will pay. Please see your contract for the fees and charges that apply to you. Also, some of the optional benefits may not be available under your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Annuitant issue ages NQ: 0-85 Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 Inherited IRA: 0-70 QP: 20-75 - ------------------------------------------------------------------------------------------------------------------------------------ The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VIII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. 12 Accumulator(R) Elite(SM) at a glance -- key features Other contracts We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Accumulator(R) Elite(SM) at a glance -- key features 13 Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The fees and charges shown in this section are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix IX later in this Prospectus for the fees and charges that apply under your contract. If you are a prospective contract owner, all features listed below may not be currently available. Similarly, if you are a current contract owner, all features listed below may not have been available at the time you purchased your contract. See Appendix IX later in this Prospectus for more information. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------------------------------------------------ Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 8.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - ------------------------------------------------------------------------------------------------------------------------------------ The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------------------------------------------------ Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $30 If your account value on a contract date anniversary is $50,000 or more $0 - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10%(4) Administrative 0.30% Distribution 0.25% ------ Total Separate account annual expenses 1.65% - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value each year if you elect any of the following optional benefits - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) Standard death benefit 0.00% Annual Ratchet to age 85 0.30% of the Annual Ratchet to age 85 benefit base (maximum); 0.25% (current) 6% Roll-Up to age 85 0.45% of the 6% Roll-Up to age 85 benefit base Greater of 5% Roll-Up to age 85 or Annual Ratchet to age 85 0.50% of the greater of 5% Roll-Up to age 85 benefit base of the Annual Ratchet to age 85 benefit base as applicable. - ------------------------------------------------------------------------------------------------------------------------------------ Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% of the greater of 6% Roll-Up to age 85 benefit base or the Annual Ratchet to age 85 benefit base, as applicable - ------------------------------------------------------------------------------------------------------------------------------------ 14 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed principal benefit charge for option 2 (calculated as a percentage of the account value. Deducted annually(2) on the first 10 contract date anniversaries.) 0.50% - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum income benefit (or "Living Benefit") charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.65% - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus(SM) benefit charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anniver- sary for which the benefit is in effect.) 0.35% - ------------------------------------------------------------------------------------------------------------------------------------ Principal Protector(SM) benefit charge(2) (calculated as a percentage 0.35% for the 5% GWB of the account value. Deducted annually on each contract date anniver- Annual withdrawal option sary, provided your GWB benefit base is greater than zero.) 0.50% for the 7% GWB Annual withdrawal option If you "step up" your GWB benefit base, we reserve the right to 0.60% for the 5% GWB increase your charge up to: Annual withdrawal option 0.80% for the 7% GWB Annual withdrawal option Please see "Principal Protector(SM)" in "Contract features and benefits" for more information about this feature, including its benefit base and the optional step up provision, and "Principal Protector(SM) charge" in "Charges and expenses," both later in this Prospectus, for more information about when the charge applies. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge - Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(5) - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, ------ ------- and/or other expenses)(6) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------------------------------------------------- Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waivers Annual (Underly- (Before and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(7) Fees(8) Expenses(9) lios)(10) tions) ments(11) Limitations) - -------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - -------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% - -------------------------------------------------------------------------------------------------------------------------- Fee table 15 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Fee Waiv- Net Total Expenses Expenses ers Annual (Underly- (Before and/or Expenses Manage- Other ing Expense Expense (After ment 12b-1 Expenses Portfo- Limita- Reimburse- Expense Portfolio Name Fees(7) Fees(8) (9) lios)(10) tions) ments(11) Limitations - ------------------------------------------------------------------------------------------------------------------------------------ Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% - ------------------------------------------------------------------------------------------------------------------------------------ 16 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Fee Waiv- Net Total Expenses Expenses ers Annual (Underly- (Before and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(7) Fees(8) Expenses(9) lios)(10) tions) ments(11) Limitations) - ------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ------------------------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits " later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable The withdrawal charge percentage we use is determined by the contract year Contract in which you make the withdrawal or surrender your contract. For each Year contribution, we consider the contract year in which we receive that 1..................8.00% contribution to be "contract year 1") 2..................7.00% 3..................6.00% 4..................5.00% 5+.................0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. For Principal Protector(SM) only (if available), if the contract and benefit are continued under the Beneficiary continuation option with Principal Protector(SM), the pro rata deduction for the Principal Protector(SM) charge is waived. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (4) These charges compensate us for certain risks we assume and expenses we incur under the contract. (5) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (6) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (7) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (11) for any expense limitation agreement information. (8) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (9) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (11) for any expense limitation agreement information. (10) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (11) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A"--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2007. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust Fee table 17 is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - ------------------------------------------------------------ Portfolio Name - ------------------------------------------------------------ Multimanager Aggressive Equity 1.03% Multimanager Health Care 1.63% Multimanager International Equity 1.52% Multimanager Large Cap Core Equity 1.33% Multimanager Large Cap Growth 1.33% Multimanager Large Cap Value 1.31% Multimanager Mid Cap Growth 1.52% Multimanager Mid Cap Value 1.58% Multimanager Technology 1.64% EQ/AllianceBernstein Common Stock 0.83% EQ/AllianceBernstein Growth and Income 0.92% EQ/AllianceBernstein Large Cap Growth 1.03% EQ/AllianceBernstein Small Cap Growth 1.11% EQ/AllianceBernstein Value 0.94% EQ/Ariel Appreciation II 1.01% EQ/BlackRock Basic Value Equity 0.93% EQ/Capital Guardian Growth 0.94% EQ/Capital Guardian Research 0.94% EQ/Capital Guardian U.S. Equity 0.94% EQ/Davis New York Venture 1.27% EQ/Evergreen Omega 1.05% EQ/FI Mid Cap 0.97% EQ/FI Mid Cap Value 1.09% EQ/GAMCO Mergers and Acquisitions 1.37% EQ/GAMCO Small Company Value 1.16% EQ/Janus Large Cap Growth 1.14% EQ/Legg Mason Value Equity 0.97% EQ/Lord Abbett Growth and Income 0.99% EQ/Lord Abbett Large Cap Core 0.99% EQ/Marsico Focus 1.14% EQ/MFS Emerging Growth Companies 1.03% EQ/MFS Investors Trust 0.94% EQ/Montag & Caldwell Growth 1.13% EQ/Mutual Shares 1.30% EQ/Small Cap Value 1.02% EQ/UBS Growth and Income 1.03% EQ/Van Kampen Comstock 0.99% EQ/Van Kampen Emerging Markets Equity 1.75% EQ/Van Kampen Mid Cap Growth 1.01% EQ/Wells Fargo Montgomery Small Cap 1.20% - ------------------------------------------------------------ EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the Guaranteed minimum income benefit with the enhanced death benefit that provides for the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and Protection Plus) would pay in the situations illustrated. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .01% of contract value. The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the fee table and example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representa- 18 Fee table tion of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 19 - ----------------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period ------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,295.00 $ 2,109.00 $ 2,557.00 $ 5,338.00 AXA Conservative Allocation $ 1,274.00 $ 2,048.00 $ 2,459.00 $ 5,164.00 AXA Conservative-Plus Allocation $ 1,275.00 $ 2,051.00 $ 2,464.00 $ 5,172.00 AXA Moderate Allocation $ 1,280.00 $ 2,066.00 $ 2,489.00 $ 5,216.00 AXA Moderate-Plus Allocation $ 1,287.00 $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Aggressive Equity* $ 1,254.00 $ 1,990.00 $ 2,366.00 $ 4,994.00 Multimanager Core Bond* $ 1,251.00 $ 1,981.00 $ 2,351.00 $ 4,967.00 Multimanager Health Care* $ 1,320.00 $ 2,181.00 $ 2,673.00 $ 5,543.00 Multimanager High Yield* $ 1,250.00 $ 1,978.00 $ 2,346.00 $ 4,958.00 Multimanager International Equity* $ 1,304.00 $ 2,136.00 $ 2,601.00 $ 5,416.00 Multimanager Large Cap Core Equity* $ 1,285.00 $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Large Cap Growth* $ 1,287.00 $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Large Cap Value* $ 1,285.00 $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Mid Cap Growth* $ 1,307.00 $ 2,145.00 $ 2,615.00 $ 5,441.00 Multimanager Mid Cap Value* $ 1,310.00 $ 2,154.00 $ 2,630.00 $ 5,467.00 Multimanager Technology* $ 1,320.00 $ 2,181.00 $ 2,673.00 $ 5,543.00 - ----------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,233.00 $ 1,928.00 $ 2,266.00 $ 4,812.00 EQ/AllianceBernstein Growth and Income++ $ 1,241.00 $ 1,953.00 $ 2,306.00 $ 4,885.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,237.00 $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein International $ 1,265.00 $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/AllianceBernstein Large Cap Growth $ 1,276.00 $ 2,054.00 $ 2,469.00 $ 5,181.00 EQ/AllianceBernstein Quality Bond $ 1,237.00 $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein Small Cap Growth $ 1,261.00 $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/AllianceBernstein Value $ 1,246.00 $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Ariel Appreciation II $ 1,302.00 $ 2,130.00 $ 2,591.00 $ 5,398.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,468.00 $ 2,601.00 $ 3,330.00 $ 6,644.00 EQ/BlackRock Basic Value Equity* $ 1,242.00 $ 1,956.00 $ 2,311.00 $ 4,894.00 EQ/BlackRock International Value* $ 1,278.00 $ 2,060.00 $ 2,479.00 $ 5,199.00 EQ/Boston Advisors Equity Income $ 1,264.00 $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Calvert Socially Responsible $ 1,264.00 $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Capital Guardian Growth $ 1,255.00 $ 1,993.00 $ 2,371.00 $ 5,003.00 EQ/Capital Guardian International+ $ 1,279.00 $ 2,063.00 $ 2,484.00 $ 5,208.00 EQ/Capital Guardian Research $ 1,252.00 $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Capital Guardian U.S. Equity ++ $ 1,252.00 $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Caywood-Scholl High Yield Bond $ 1,252.00 $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Davis New York Venture $ 1,337.00 $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/Equity 500 Index $ 1,210.00 $ 1,861.00 $ 2,156.00 $ 4,607.00 EQ/Evergreen International Bond $ 1,267.00 $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Evergreen Omega $ 1,260.00 $ 2,008.00 $ 2,395.00 $ 5,048.00 EQ/FI Mid Cap $ 1,257.00 $ 1,999.00 $ 2,381.00 $ 5,021.00 EQ/FI Mid Cap Value+ $ 1,260.00 $ 2,008.00 $ 2,395.00 $ 5,048.00 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period ------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 2,109.00 $ 2,557.00 $ 5,338.00 AXA Conservative Allocation N/A $ 2,048.00 $ 2,459.00 $ 5,164.00 AXA Conservative-Plus Allocation N/A $ 2,051.00 $ 2,464.00 $ 5,172.00 AXA Moderate Allocation N/A $ 2,066.00 $ 2,489.00 $ 5,216.00 AXA Moderate-Plus Allocation N/A $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Aggressive Equity* N/A $ 1,990.00 $ 2,366.00 $ 4,994.00 Multimanager Core Bond* N/A $ 1,981.00 $ 2,351.00 $ 4,967.00 Multimanager Health Care* N/A $ 2,181.00 $ 2,673.00 $ 5,543.00 Multimanager High Yield* N/A $ 1,978.00 $ 2,346.00 $ 4,958.00 Multimanager International Equity* N/A $ 2,136.00 $ 2,601.00 $ 5,416.00 Multimanager Large Cap Core Equity* N/A $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Large Cap Growth* N/A $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Large Cap Value* N/A $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Mid Cap Growth* N/A $ 2,145.00 $ 2,615.00 $ 5,441.00 Multimanager Mid Cap Value* N/A $ 2,154.00 $ 2,630.00 $ 5,467.00 Multimanager Technology* N/A $ 2,181.00 $ 2,673.00 $ 5,543.00 - ----------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 1,928.00 $ 2,266.00 $ 4,812.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,953.00 $ 2,306.00 $ 4,885.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein International N/A $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,054.00 $ 2,469.00 $ 5,181.00 EQ/AllianceBernstein Quality Bond N/A $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/AllianceBernstein Value N/A $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Ariel Appreciation II N/A $ 2,130.00 $ 2,591.00 $ 5,398.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,601.00 $ 3,330.00 $ 6,644.00 EQ/BlackRock Basic Value Equity* N/A $ 1,956.00 $ 2,311.00 $ 4,894.00 EQ/BlackRock International Value* N/A $ 2,060.00 $ 2,479.00 $ 5,199.00 EQ/Boston Advisors Equity Income N/A $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Calvert Socially Responsible N/A $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Capital Guardian Growth N/A $ 1,993.00 $ 2,371.00 $ 5,003.00 EQ/Capital Guardian International+ N/A $ 2,063.00 $ 2,484.00 $ 5,208.00 EQ/Capital Guardian Research N/A $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Capital Guardian U.S. Equity ++ N/A $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Davis New York Venture N/A $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/Equity 500 Index N/A $ 1,861.00 $ 2,156.00 $ 4,607.00 EQ/Evergreen International Bond N/A $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Evergreen Omega N/A $ 2,008.00 $ 2,395.00 $ 5,048.00 EQ/FI Mid Cap N/A $ 1,999.00 $ 2,381.00 $ 5,021.00 EQ/FI Mid Cap Value+ N/A $ 2,008.00 $ 2,395.00 $ 5,048.00 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period ----------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 495.00 $ 1,509.00 $ 2,557.00 $ 5,338.00 AXA Conservative Allocation $ 474.00 $ 1,448.00 $ 2,459.00 $ 5,164.00 AXA Conservative-Plus Allocation $ 475.00 $ 1,451.00 $ 2,464.00 $ 5,172.00 AXA Moderate Allocation $ 480.00 $ 1,466.00 $ 2,489.00 $ 5,216.00 AXA Moderate-Plus Allocation $ 487.00 $ 1,487.00 $ 2,523.00 $ 5,277.00 Multimanager Aggressive Equity* $ 454.00 $ 1,390.00 $ 2,366.00 $ 4,994.00 Multimanager Core Bond* $ 451.00 $ 1,381.00 $ 2,351.00 $ 4,967.00 Multimanager Health Care* $ 520.00 $ 1,581.00 $ 2,673.00 $ 5,543.00 Multimanager High Yield* $ 450.00 $ 1,378.00 $ 2,346.00 $ 4,958.00 Multimanager International Equity* $ 504.00 $ 1,536.00 $ 2,601.00 $ 5,416.00 Multimanager Large Cap Core Equity* $ 485.00 $ 1,481.00 $ 2,513.00 $ 5,260.00 Multimanager Large Cap Growth* $ 487.00 $ 1,487.00 $ 2,523.00 $ 5,277.00 Multimanager Large Cap Value* $ 485.00 $ 1,481.00 $ 2,513.00 $ 5,260.00 Multimanager Mid Cap Growth* $ 507.00 $ 1,545.00 $ 2,615.00 $ 5,441.00 Multimanager Mid Cap Value* $ 510.00 $ 1,554.00 $ 2,630.00 $ 5,467.00 Multimanager Technology* $ 520.00 $ 1,581.00 $ 2,673.00 $ 5,543.00 - ----------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 433.00 $ 1,328.00 $ 2,266.00 $ 4,812.00 EQ/AllianceBernstein Growth and Income++ $ 441.00 $ 1,353.00 $ 2,306.00 $ 4,885.00 EQ/AllianceBernstein Intermediate Government Securities $ 437.00 $ 1,341.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein International $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,093.00 EQ/AllianceBernstein Large Cap Growth $ 476.00 $ 1,454.00 $ 2,469.00 $ 5,181.00 EQ/AllianceBernstein Quality Bond $ 437.00 $ 1,341.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein Small Cap Growth $ 461.00 $ 1,411.00 $ 2,400.00 $ 5,057.00 EQ/AllianceBernstein Value $ 446.00 $ 1,368.00 $ 2,331.00 $ 4,931.00 EQ/Ariel Appreciation II $ 502.00 $ 1,530.00 $ 2,591.00 $ 5,398.00 EQ/AXA Rosenberg Value Long/Short Equity $ 668.00 $ 2,001.00 $ 3,330.00 $ 6,644.00 EQ/BlackRock Basic Value Equity* $ 442.00 $ 1,356.00 $ 2,311.00 $ 4,894.00 EQ/BlackRock International Value* $ 478.00 $ 1,460.00 $ 2,479.00 $ 5,199.00 EQ/Boston Advisors Equity Income $ 464.00 $ 1,420.00 $ 2,415.00 $ 5,084.00 EQ/Calvert Socially Responsible $ 464.00 $ 1,420.00 $ 2,415.00 $ 5,084.00 EQ/Capital Guardian Growth $ 455.00 $ 1,393.00 $ 2,371.00 $ 5,003.00 EQ/Capital Guardian International+ $ 479.00 $ 1,463.00 $ 2,484.00 $ 5,208.00 EQ/Capital Guardian Research $ 452.00 $ 1,384.00 $ 2,356.00 $ 4,976.00 EQ/Capital Guardian U.S. Equity ++ $ 452.00 $ 1,384.00 $ 2,356.00 $ 4,976.00 EQ/Caywood-Scholl High Yield Bond $ 452.00 $ 1,384.00 $ 2,356.00 $ 4,976.00 EQ/Davis New York Venture $ 537.00 $ 1,630.00 $ 2,750.00 $ 5,676.00 EQ/Equity 500 Index $ 410.00 $ 1,261.00 $ 2,156.00 $ 4,607.00 EQ/Evergreen International Bond $ 467.00 $ 1,430.00 $ 2,430.00 $ 5,110.00 EQ/Evergreen Omega $ 460.00 $ 1,408.00 $ 2,395.00 $ 5,048.00 EQ/FI Mid Cap $ 457.00 $ 1,399.00 $ 2,381.00 $ 5,021.00 EQ/FI Mid Cap Value+ $ 460.00 $ 1,408.00 $ 2,395.00 $ 5,048.00 - ----------------------------------------------------------------------------------------------------------------- 20 Fee table - ----------------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period ----------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income $ 1,304.00 $ 2,136.00 $ 2,601.00 $ 5,416.00 EQ/Franklin Small Cap Value $ 1,474.00 $ 2,618.00 $ 3,357.00 $ 6,687.00 EQ/Franklin Templeton Founding Strategy** $ 1,309.00 $ 2,151.00 $ 2,625.00 $ 5,458.00 EQ/GAMCO Mergers and Acquisitions $ 1,299.00 $ 2,121.00 $ 2,576.00 $ 5,373.00 EQ/GAMCO Small Company Value $ 1,266.00 $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/International Growth $ 1,296.00 $ 2,112.00 $ 2,562.00 $ 5,347.00 EQ/Janus Large Cap Growth++ $ 1,280.00 $ 2,066.00 $ 2,489.00 $ 5,216.00 EQ/JPMorgan Core Bond $ 1,232.00 $ 1,925.00 $ 2,261.00 $ 4,803.00 EQ/JPMorgan Value Opportunities $ 1,250.00 $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Legg Mason Value Equity $ 1,261.00 $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/Long Term Bond $ 1,231.00 $ 1,922.00 $ 2,256.00 $ 4,794.00 EQ/Lord Abbett Growth and Income $ 1,265.00 $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Lord Abbett Large Cap Core $ 1,281.00 $ 2,069.00 $ 2,494.00 $ 5,225.00 EQ/Lord Abbett Mid Cap Value $ 1,262.00 $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Marsico Focus $ 1,273.00 $ 2,045.00 $ 2,454.00 $ 5,155.00 EQ/MFS Emerging Growth Companies+ $ 1,254.00 $ 1,990.00 $ 2,366.00 $ 4,994.00 EQ/MFS Investors Trust+ $ 1,250.00 $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Money Market $ 1,219.00 $ 1,888.00 $ 2,201.00 $ 4,692.00 EQ/Montag & Caldwell Growth $ 1,265.00 $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Mutual Shares $ 1,317.00 $ 2,172.00 $ 2,659.00 $ 5,518.00 EQ/Oppenheimer Global $ 1,407.00 $ 2,430.00 $ 3,065.00 $ 6,211.00 EQ/Oppenheimer Main Street Opportunity $ 1,425.00 $ 2,480.00 $ 3,143.00 $ 6,341.00 EQ/Oppenheimer Main Street Small Cap $ 1,420.00 $ 2,465.00 $ 3,120.00 $ 6,303.00 EQ/PIMCO Real Return $ 1,246.00 $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Short Duration Bond $ 1,230.00 $ 1,919.00 $ 2,251.00 $ 4,784.00 EQ/Small Cap Value+ $ 1,262.00 $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Small Company Growth+ $ 1,293.00 $ 2,103.00 $ 2,547.00 $ 5,321.00 EQ/Small Company Index $ 1,214.00 $ 1,873.00 $ 2,176.00 $ 4,645.00 EQ/TCW Equity ++ $ 1,271.00 $ 2,039.00 $ 2,445.00 $ 5,137.00 EQ/Templeton Growth $ 1,337.00 $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/UBS Growth and Income $ 1,266.00 $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/Van Kampen Comstock $ 1,258.00 $ 2,002.00 $ 2,385.00 $ 5,030.00 EQ/Van Kampen Emerging Markets Equity $ 1,329.00 $ 2,209.00 $ 2,716.00 $ 5,618.00 EQ/Van Kampen Mid Cap Growth $ 1,267.00 $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,302.00 $ 2,130.00 $ 2,591.00 $ 5,398.00 - ----------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,286.00 $ 2,084.00 $ 2,518.00 $ 5,269.00 - ----------------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period ----------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income N/A $ 2,136.00 $ 2,601.00 $ 5,416.00 EQ/Franklin Small Cap Value N/A $ 2,618.00 $ 3,357.00 $ 6,687.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,151.00 $ 2,625.00 $ 5,458.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,121.00 $ 2,576.00 $ 5,373.00 EQ/GAMCO Small Company Value N/A $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/International Growth N/A $ 2,112.00 $ 2,562.00 $ 5,347.00 EQ/Janus Large Cap Growth++ N/A $ 2,066.00 $ 2,489.00 $ 5,216.00 EQ/JPMorgan Core Bond N/A $ 1,925.00 $ 2,261.00 $ 4,803.00 EQ/JPMorgan Value Opportunities N/A $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Legg Mason Value Equity N/A $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/Long Term Bond N/A $ 1,922.00 $ 2,256.00 $ 4,794.00 EQ/Lord Abbett Growth and Income N/A $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Lord Abbett Large Cap Core N/A $ 2,069.00 $ 2,494.00 $ 5,225.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Marsico Focus N/A $ 2,045.00 $ 2,454.00 $ 5,155.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,990.00 $ 2,366.00 $ 4,994.00 EQ/MFS Investors Trust+ N/A $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Money Market N/A $ 1,888.00 $ 2,201.00 $ 4,692.00 EQ/Montag & Caldwell Growth N/A $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Mutual Shares N/A $ 2,172.00 $ 2,659.00 $ 5,518.00 EQ/Oppenheimer Global N/A $ 2,430.00 $ 3,065.00 $ 6,211.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,480.00 $ 3,143.00 $ 6,341.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,465.00 $ 3,120.00 $ 6,303.00 EQ/PIMCO Real Return N/A $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Short Duration Bond N/A $ 1,919.00 $ 2,251.00 $ 4,784.00 EQ/Small Cap Value+ N/A $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Small Company Growth+ N/A $ 2,103.00 $ 2,547.00 $ 5,321.00 EQ/Small Company Index N/A $ 1,873.00 $ 2,176.00 $ 4,645.00 EQ/TCW Equity ++ N/A $ 2,039.00 $ 2,445.00 $ 5,137.00 EQ/Templeton Growth N/A $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/UBS Growth and Income N/A $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/Van Kampen Comstock N/A $ 2,002.00 $ 2,385.00 $ 5,030.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,209.00 $ 2,716.00 $ 5,618.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,130.00 $ 2,591.00 $ 5,398.00 - ----------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ N/A $ 2,084.00 $ 2,518.00 $ 5,269.00 - ----------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period ----------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income $ 504.00 $ 1,536.00 $ 2,601.00 $ 5,416.00 EQ/Franklin Small Cap Value $ 674.00 $ 2,018.00 $ 3,357.00 $ 6,687.00 EQ/Franklin Templeton Founding Strategy** $ 509.00 $ 1,551.00 $ 2,625.00 $ 5,458.00 EQ/GAMCO Mergers and Acquisitions $ 499.00 $ 1,521.00 $ 2,576.00 $ 5,373.00 EQ/GAMCO Small Company Value $ 466.00 $ 1,427.00 $ 2,425.00 $ 5,101.00 EQ/International Growth $ 496.00 $ 1,512.00 $ 2,562.00 $ 5,347.00 EQ/Janus Large Cap Growth++ $ 480.00 $ 1,466.00 $ 2,489.00 $ 5,216.00 EQ/JPMorgan Core Bond $ 432.00 $ 1,325.00 $ 2,261.00 $ 4,803.00 EQ/JPMorgan Value Opportunities $ 450.00 $ 1,378.00 $ 2,346.00 $ 4,958.00 EQ/Legg Mason Value Equity $ 461.00 $ 1,411.00 $ 2,400.00 $ 5,057.00 EQ/Long Term Bond $ 431.00 $ 1,322.00 $ 2,256.00 $ 4,794.00 EQ/Lord Abbett Growth and Income $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,093.00 EQ/Lord Abbett Large Cap Core $ 481.00 $ 1,469.00 $ 2,494.00 $ 5,225.00 EQ/Lord Abbett Mid Cap Value $ 462.00 $ 1,414.00 $ 2,405.00 $ 5,066.00 EQ/Marsico Focus $ 473.00 $ 1,445.00 $ 2,454.00 $ 5,155.00 EQ/MFS Emerging Growth Companies+ $ 454.00 $ 1,390.00 $ 2,366.00 $ 4,994.00 EQ/MFS Investors Trust+ $ 450.00 $ 1,378.00 $ 2,346.00 $ 4,958.00 EQ/Money Market $ 419.00 $ 1,288.00 $ 2,201.00 $ 4,692.00 EQ/Montag & Caldwell Growth $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,093.00 EQ/Mutual Shares $ 517.00 $ 1,572.00 $ 2,659.00 $ 5,518.00 EQ/Oppenheimer Global $ 607.00 $ 1,830.00 $ 3,065.00 $ 6,211.00 EQ/Oppenheimer Main Street Opportunity $ 625.00 $ 1,880.00 $ 3,143.00 $ 6,341.00 EQ/Oppenheimer Main Street Small Cap $ 620.00 $ 1,865.00 $ 3,120.00 $ 6,303.00 EQ/PIMCO Real Return $ 446.00 $ 1,368.00 $ 2,331.00 $ 4,931.00 EQ/Short Duration Bond $ 430.00 $ 1,319.00 $ 2,251.00 $ 4,784.00 EQ/Small Cap Value+ $ 462.00 $ 1,414.00 $ 2,405.00 $ 5,066.00 EQ/Small Company Growth+ $ 493.00 $ 1,503.00 $ 2,547.00 $ 5,321.00 EQ/Small Company Index $ 414.00 $ 1,273.00 $ 2,176.00 $ 4,645.00 EQ/TCW Equity ++ $ 471.00 $ 1,439.00 $ 2,445.00 $ 5,137.00 EQ/Templeton Growth $ 537.00 $ 1,630.00 $ 2,750.00 $ 5,676.00 EQ/UBS Growth and Income $ 466.00 $ 1,427.00 $ 2,425.00 $ 5,101.00 EQ/Van Kampen Comstock $ 458.00 $ 1,402.00 $ 2,385.00 $ 5,030.00 EQ/Van Kampen Emerging Markets Equity $ 529.00 $ 1,609.00 $ 2,716.00 $ 5,618.00 EQ/Van Kampen Mid Cap Growth $ 467.00 $ 1,430.00 $ 2,430.00 $ 5,110.00 EQ/Wells Fargo Montgomery Small Cap++ $ 502.00 $ 1,530.00 $ 2,591.00 $ 5,398.00 - ----------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 486.00 $ 1,484.00 $ 2,518.00 $ 5,269.00 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. Fee table 21 CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. 22 Fee table 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $10,000 for you to purchase a contract. You may make additional contributions of: (i) at least $500 each for NQ, QP and Rollover TSA contracts; (ii) $50 each for Rollover IRA and Roth conversion IRA contracts; and (iii) $1,000 for Inherited IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. In some states, our rules may vary. All ages in the table refer to the age of the annuitant named in the contract. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are ages 81 and older at contract issue)--if you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "annuitant" is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner. - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions(+) - ------------------------------------------------------------------------------------------------------------------------------------ NQ 0 through 85 o $10,000 (initial). o After-tax money. o No additional contributions after attainment of age 87.* o $500 (additional) o Paid to us by check or transfer of contract value o $100 monthly and in a tax-deferred exchange $300 quarterly under our under Section 1035 of the automatic investment Internal Revenue Code. program (additional) - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 23 - ------------------------------------------------------------------------------------------------------------------------------------ Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Rollover IRA 20 through 85 o $10,000 (initial) o Eligible rollover distribu- o No rollover or direct transfer tions from TSA contracts or contributions after attain- o $50 (additional) other 403(b) arrangements, ment of age 87.* qualified plans, and govern- mental employer 457(b) o Contributions after age 70-1/2 plans. must be net of required minimum distributions. o Rollovers from another traditional individual o Although we accept regular retire ment arrangement. IRA contributions (limited to $4,000 for 2007 and o Direct custodian-to- $5,000 for 2008), under the custodian transfers from Rollover IRA contracts, we another traditional indi- intend that this contract be vidual retirement used primarily for rollover arrangement. and direct transfer contributions. o Regular IRA contributions. o Additional catch-up contri- o Additional "catch-up" butions of up to $1,000 per contributions. calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------------------------------------------------------------ Roth Conversion 20 through 85 o $10,000 (initial) o Rollovers from another o No additional rollover or IRA Roth IRA. direct transfer contributions o $50 (additional) after attainment of age 87.* o Rollovers from a "desig- nated Roth contribution o Conversion rollovers after account" under a 401(k) age 70-1/2 must be net of plan or 403(b) required minimum distribu- arrangement. tions for the traditional IRA you are rolling over. o Conversion rollovers from a traditional IRA. o You cannot roll over funds from a traditional IRA if your o Direct transfers from adjusted gross income is another Roth IRA. $100,000 or more. o Regular Roth IRA o Although we accept regular contributions. Roth IRA contributions (lim- ited to $4,000 for 2007 and o Additional "catch-up" $5,000 for 2008) under the contributions. Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - ------------------------------------------------------------------------------------------------------------------------------------ 24 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ Available for annuitant Minimum Contract type issue ages* contributions Source of contributions Limitations on contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Rollover TSA 20 through 85 o $10,000 (initial) o Direct transfers of pre-tax o No additional rollover or funds from another contract direct transfer contributions o $500 (additional) or arrangement under Sec- after attainment of age 87.* tion 403(b) of the Internal Revenue Code, complying o Rollover or direct transfer with IRS Revenue Ruling contributions after age 70-1/2 90-24. must be net of any required minimum distributions. o Eligible rollover distribu- o We do not accept employer- tions of pre-tax funds from remitted contributions. other 403(b) plans. o Subsequent contributions may also be rollovers from qualified plans, governmen- tal employer 457(b) plans and traditional IRAs. - ------------------------------------------------------------------------------------------------------------------------------------ QP 20 through 75 o $10,000 (initial) o Only transfer contributions o A separate QP contract must from other investments be established for each plan o $500 (additional) within an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll o The plan must be qualified contributions or contribu- under Section 401(a) of the tions directly from the Internal Revenue Code. employer. o For 401(k) plans, trans- o Only one additional transfer ferred contributions may contribution may be made not include any after-tax during a contract year. contributions, including designated Roth contribu- o No additional transfer con- tions. tributions after participant's attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. Please refer to Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ------------------------------------------------------------------------------------------------------------------------------------ Inherited IRA 0 through 70 o $10,000 (initial) o Direct custodian-to- o Any additional contributions Beneficiary Con- o $1,000 (additional) custodian transfers of your must be from the same type tinuation interest as a death benefi- of IRA of the same deceased Contract (tradi- ciary of the deceased owner. tional IRA or owner's traditional indi- Roth IRA) vidual retirement o Non-spousal beneficiary arrangement or Roth IRA to direct rollover contributions an IRA of the same type. from qualified plans, 403(b) arrangements and govern- mental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 25 + Additional contributions may not be permitted under certain conditions in your state. If you purchase Guaranteed principal benefit option 2, no contributions are permitted after the six month period beginning on the contract date. Please see Appendix VIII later in the Prospectus to see if additional contributions are permitted in your state. * Please see Appendix IX for variations that may apply to your contract. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 26 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. If the Spousal protection feature is available under your contract and elected, the spouses must be joint owners, one of the spouses must be the annuitant and both must be named as the only primary beneficiaries. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or an enhanced death benefit, you should strongly consider "split-funding": that is, the trust holds investments in addition to this Accumulator(R) Elite(SM) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB and/or the enhanced death benefit base. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II later in this Prospectus for more information on QP contracts. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealer. Additional contributions may also be made under our automatic investment program. These methods of payment, are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. Contract features and benefits 27 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Elite(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 28 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP CORE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN COMMON Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTERME- Seeks to achieve high current income consistent with o AllianceBernstein L.P. DIATE GOVERNMENT SECURITIES relative stability of principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTERNA- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. TIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE LONG/ Seeks to increase value through bull markets and bear o AXA Rosenberg Investment Management LLC SHORT EQUITY markets using strategies that are designed to limit exposure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 29 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management VALUE(13) income, accompanied by growth of capital. International Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN RESEARCH Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH YIELD Seeks to maximize current income. o Caywood-Scholl Capital Management BOND o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC \ o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON FOUND- Primarily seeks capital appreciation and secondarily o AXA Equitable ING STRATEGY(**) seeks income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND ACQUI- Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. SITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with o JPMorgan Investment Management Inc. moderate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ 30 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP CORE Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility o BlackRock Financial Management, Inc. of principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 31 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary consideration. (Americas) Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING MAR- Seeks long-term capital appreciation. o Morgan Stanley Investment KETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income o Van Kampen (is the name under which - and long-term capital appreciation by investing Morgan Stanley Investment Management primarily in equity securities of companies in Inc.does business in certain the U.S. real estate industry, including real situations) estate investment trusts. - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - --------------------------------------------- FN Portfolio Name until May 29, 2007 - --------------------------------------------- (1) AXA Premier VIP Aggressive Equity - --------------------------------------------- (2) AXA Premier VIP Core Bond - --------------------------------------------- (3) AXA Premier VIP Health Care - --------------------------------------------- (4) AXA Premier VIP High Yield - --------------------------------------------- (5) AXA Premier VIP International Equity - --------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - --------------------------------------------- (7) AXA Premier VIP Large Cap Growth - --------------------------------------------- (8) AXA Premier VIP Large Cap Value - --------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - --------------------------------------------- (10) AXA Premier VIP Mid Cap Value - --------------------------------------------- (11) AXA Premier VIP Technology - --------------------------------------------- (12) EQ/Mercury Basic Value Equity - --------------------------------------------- (13) EQ/Mercury International Value - --------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 32 Contract features and benefits GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges, and any optional benefit charges. See Appendix VIII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1% to 3%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfer from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if, on the date the contribution or transfer is to be applied, the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VIII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options range from one to ten years to maturity. - -------------------------------------------------------------------------------- Under the Special 10 year fixed maturity option (which is available only under contracts that offer GPB Option 2), additional contributions will have the same maturity date as your initial contribution (see "The Guaranteed Principal Benefits," below). The rate to maturity you will receive for each additional contribution is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution. On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Elite(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed below in "Allocating your contributions," would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007 the next available maturity date was February 15, 2008. If no fixed maturity options are available we will transfer your maturity value to the EQ/Money Market Option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value Contract features and benefits 33 adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for withdrawal charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amounts of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose from among three ways to allocate your contributions under your contract: self-directed, the guaranteed principal benefits or dollar cost averaging. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states -- See Appendix VIII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If the annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. THE GUARANTEED PRINCIPAL BENEFITS (INCLUDING PRINCIPAL ASSURANCE) We offer a guaranteed principal benefit ("GPB") with two options. See Appendix VIII later in this Prospectus for more information on state availability and Appendix IX for contract variation and/or availability of these benefits. You may only elect one of the GPBs. Neither GPB is available under Inherited IRA contracts. We will not offer either GPB when the rate to maturity for the applicable fixed maturity option is 3%. Both GPB options allow you to allocate a portion of your total contributions to the variable investment options, while ensuring that your account value will at least equal your contributions adjusted for withdrawals and transfers on a specified date. GPB Option 2 generally provides you with the ability to allocate more of your contributions to the variable investment options than could be allocated using GPB Option 1 (also known as Principal assurance). If you elect either GPB you may not elect the Guaranteed minimum income benefit, Principal Protector(SM), the systematic withdrawals option or the substantially equal withdrawals option. However, certain existing contract owners who elected GPB are not subject to these restrictions. See Appendix IX for information on what applies under your contract. You may elect GPB Option 1 only if the annuitant age is 80 or younger when the contract is issued (after age 75, only the 7-year fixed maturity option is available). You may elect GPB Option 2 only if the annuitant is age 75 or younger when the contract is issued. If you are 34 Contract features and benefits purchasing an IRA, QP or Rollover TSA contract, before you either purchase GPB Option 2 or elect GPB Option 1 with a maturity year that would extend beyond the year in which you will reach age 70-1/2, you should consider whether your value in the variable investment options, guaranteed interest option and permissible funds outside this contract are sufficient to meet your required minimum distributions. See "Tax information" later in this Prospectus. If you elect GPB Option 2 and change ownership of the contract, GPB Option 2 will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. GUARANTEED PRINCIPAL BENEFIT OPTION 1 (UNDER CERTAIN CONTRACTS, THIS FEATURE IS CALLED "PRINCIPAL ASSURANCE"). Under GPB Option 1, you select a fixed maturity option at the time you sign your application. We specify the portion of your initial contribution to be allocated to that fixed maturity option in an amount that will cause the maturity value to equal the amount of your entire initial contribution on the fixed maturity option's maturity date. The amount of your contribution allocated to the fixed maturity option will be calculated based upon the rate to maturity then in effect for the fixed maturity option you choose. Your contract will contain information on the percentage of your contribution allocated to the fixed maturity option. The maturity date you select generally may not be later than 10 years, or earlier than 7 years from your contract date. If you make any withdrawals or transfers from the fixed maturity option before the option's maturity date, the amount in the fixed maturity option will be adjusted and may no longer grow to equal your initial contribution under GPB Option 1. You may allocate the remainder of your initial contribution to the investment options however you choose (unless you elect a dollar cost averaging program, in which case the remainder of your initial contribution must be allocated to the dollar cost averaging program). Upon the maturity date of the fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." There is no charge for GPB Option 1. GUARANTEED PRINCIPAL BENEFIT OPTION 2. You may purchase GPB Option 2 at the time you apply for your contract. IF YOU PURCHASE GPB OPTION 2, YOU MAY NOT MAKE ADDITIONAL CONTRIBUTIONS TO YOUR CONTRACT AFTER SIX MONTHS FROM THE CONTRACT ISSUE DATE OR AT ANY EARLIER TIME IF AT SUCH TIME THE THEN APPLICABLE RATE TO MATURITY ON THE SPECIAL 10 YEAR FIXED MATURITY OPTION IS 3%. Therefore, any discussion in this Prospectus that involves any additional contributions after the first six months will be inapplicable. This feature is not available under all contracts. We specify the portion of your initial contribution, and any additional permitted contributions, to be allocated to a Special 10 year fixed maturity option. Your contract will contain information on the percentage of applicable contributions allocated to the Special 10 year fixed maturity option. You may allocate the rest of your contributions among the investment options (other than the Special 10 year fixed maturity option) however you choose, as permitted under your contract and other than the Investment simplifier (unless you elect a dollar cost averaging program, in which case all contributions, other than amounts allocated to the Special 10 year fixed maturity option, must be allocated to the dollar cost averaging program). The Special 10 year fixed maturity option will earn interest at the specified rate to maturity then in effect. If on the 10th contract date anniversary, your annuity account value is less than the amount that is guaranteed under GPB Option 2, we will increase your annuity account value to be equal to the guaranteed amount under GPB Option 2. Any such additional amounts added to your annuity account value will be allocated to the EQ/Money Market investment option. After the maturity date of the Special 10 year fixed maturity option, the guarantee under GPB Option 2 will terminate. Upon the maturity date of the Special 10 year fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." The guaranteed amount under GPB Option 2 is equal to your initial contribution adjusted for any additional permitted contributions, transfers out of the Special 10 year fixed maturity option and withdrawals from the contract (see "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus). Any transfers or withdrawals from the Special 10 year fixed maturity option will also be subject to a market value adjustment (see "Market value adjustment" under "Fixed maturity options" above in this section). Once you purchase the Guaranteed principal benefit option 2, you may not voluntarily terminate this benefit. GPB Option 2 will terminate if the contract terminates before the maturity date of the Special 10 year fixed maturity option. If the owner and the annuitant are different people and the owner dies before the maturity date of the Special 10 year fixed maturity option, we will continue GPB Option 2 only if the contract can continue through the maturity date of the Special 10 year fixed maturity option. If the contract cannot so continue, we will terminate GPB Option 2. GPB Option 2 will continue where there is a successor owner/annuitant. GPB Option 2 will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a fee associated with GPB Option 2 (see "Charges and expenses" later in this Prospectus). You should note that the purchase of GPB Option 2 is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. If you later decide that you would like to make additional contributions to the Accumulator(R) Elite(SM) contract, we may permit you to purchase another contract. If we do, however, you should note that we do not reduce or waive any of the charges on the new contract, nor do we guarantee that the features available under this contract will be available under the new contract. This means that you might end up paying more with respect to certain charges than if you had simply purchased a single contract (for example, the administrative charge). The purchase of GPB Option 2 is also not appropriate if you plan on terminating your contract before the maturity date of the special 10 Contract features and benefits 35 year fixed maturity option. In addition, because we prohibit contributions to your contract after the first six months, certain contract benefits that are dependent upon contributions or account value will be limited (for example the Guaranteed death benefits and Protection Plus(SM)). You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option or other fixed maturity options, the purchase of GPB Option 2 may not be appropriate because of the guarantees already provided by these options. An example of the effect of GPB Option 1 and GPB Option 2 on your annuity contract is included in Appendix VI later in this Prospectus. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." If you elect Principal Protector(SM), you may not participate in the special dollar cost averaging program. You may have your account value transferred to any of the variable investment options. We will transfer amounts from the account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) Elite(SM) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) Elite(SM) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. INVESTMENT SIMPLIFIER Fixed-dollar option. Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and 36 Contract features and benefits into the variable investment options of your choice. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, this option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. Interest sweep option. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. On the last day of each month, we check to see whether you have at least $7,500 in the guaranteed interest option. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not currently participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. If you elect a GPB, you may also elect the General dollar cost averaging program. If you elect either of these programs, everything other than amounts allocated to the fixed maturity option under the GPB must be allocated to that dollar cost averaging program. You may still elect the Investment simplifier for amounts transferred from investment options (other than the fixed maturity option under the GPB you have elected), and, for GPB Option 1, you may also elect Investment simplifier for subsequent contributions. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits. See "Guaranteed minimum death benefit and Guaranteed minimum income benefit (or the "Living Benefit") base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states (see Appendix VIII later in this Prospectus for more information on state availability). GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit (known as the "Living Benefit" under certain existing contracts) and the death benefits, as described in this section. The benefit base for the Guaranted minimum income benefit and an enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% (OR 5%) ROLL-UP TO AGE 85 (USED FOR THE 6% ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to this benefit base is: Contract features and benefits 37 o 6% (or 5%) with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond) and the account for special dollar cost averaging; the effective annual rate is 4% in Washington. Please see Appendix VIII later in this Prospectus to see what roll-up rate applies in your state or Appendix IX for what applies to your contract; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the Special 10 year fixed maturity option, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value of any contract date anniversary up to the contract date anniversary following the annuitant's 85th birthday plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% (or 5%) Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the roll-up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. If after your death your spouse continues this contract as Successor owner/annuitant, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is annuitant age 75. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. The Roll-Up benefit base for both the Greater of enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. For information about whether the Guaranteed death benefit/Guaranteed minimum income benefit roll-up benefit base reset is available under your contract, please see Appendix IX later in this Prospectus. The availability of the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset is also subject to state approval. Please contact your financial professional for more information about availability in your state. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed in "Guaranteed minimum income benefit option" below and annuity payout options are discussed in "Accessing your money" later in this Prospectus. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the annuitant's (and any joint annuitant's) age and sex in certain instances. 38 Contract features and benefits GUARANTEED MINIMUM INCOME BENEFIT OPTION (DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT, THIS BENEFIT MAY BE CALLED THE "LIVING BENEFIT." SEE APPENDIX IX LATER IN THIS PROSPECTUS FOR MORE INFORMATION.) The Guaranteed minimum income benefit is available if the annuitant is age 20 through 75 at the time the contract is issued. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA, or if you elect a GPB option or Principal Protector(SM), the Guaranteed minimum income benefit is not available. If you are an existing contract owner, the Guaranteed minimum income benefit rider may have been available with Principal assurance. See Appendix IX later in this Prospectus for more information. If you are purchasing this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the annuitant was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If the owner and annuitant are different in an NQ contract, there may be circumstances where the benefit may not be exercisable after an owner's death. Depending on when you purchased your contract, if you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Also, for more information about when the Guaranteed minimum income benefit will terminate under your contract, please see Appendix IX later in this Prospectus. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. If you are an existing contract owner, your options may be different. See Appendix IX later in this Prospectus for more information. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the annuitant's age as follows: - --------------------------------------------- Level payments - --------------------------------------------- Period certain years Annuitant's age at ----------------------- exercise IRAs NQ - --------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - --------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. It provides income protection if you elect an income payout while the annuitant is alive. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your Contract features and benefits 39 benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". Subject to state availability, in general, if your account value falls to zero (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year), the Guaranteed minimum income benefit will be exercised automatically, based on the annuitant's current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o On the contract date anniversary following annuitant's 85th birthday. For information about whether the Guaranteed minimum income benefit no lapse guarantee is available under your contract, please see Appendix IX later in this Prospectus. The availability of the Guaranteed minimum income benefit no lapse guarantee is dependent on when, and in what state, you purchased your contract. Please see Appendices VIII and IX, later in this Prospectus. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options (including the Special 10 year fixed maturity option) or the loan reserve account under rollover TSA contracts. - ------------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income anniversary at exercise payable for life - ------------------------------------------------------- 10 $11,891 15 $18,597 - ------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payment contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death, or if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. You will be eligible to exercise the Guaranteed minimum income benefit during your life and the annuitant's life, as follows: o If the annuitant was at least age 20 and not older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If the annuitant was at least age 45 and not older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after the annuitant is age 60. o If the annuitant was at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's 85th birthday; (ii) if the annuitant was age 75 when the contract was issued or the Roll-Up benefit base was reset, if applicable the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's attainment of age 85; 40 Contract features and benefits (iii) for Accumulator(R) Elite(SM) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Elite(SM) QP contract into an Accumulator(R) Elite(SM) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee (if available), a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Elite(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Elite(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (if available and as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a successor owner/annuitant may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original annuitant could have exercised the benefit. In addition, the successor owner/annuitant must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The successor owner/annuitant's age on the date of the annuitant's death replaces the annuitant's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. If Spousal Protection is available under your contract and is elected, and the spouse who is the annuitant dies, the above rules apply if the contract is continued by the surviving spouse as the successor owner/annuitant; and (vii) if you are the owner but not the annuitant and you die prior to exercise, then the following applies: o A successor owner who is not the annuitant may not be able o to exercise the guaranteed minimum income benefit without causing a tax problem. You should consider naming the annuitant as successor owner, or if you do not name a successor owner, as the sole primary beneficiary. You should carefully review your successor owner and/or beneficiary designations at least one year prior to the first contract date anniversary on which you could exercise the benefit. o If the successor owner is the annuitant, the guaranteed minimum income benefit continues only if the benefit could be exercised under the rules described above on a contract date anniversary that is within one year following the owner's death. This would be the only opportunity for the successor owner to exercise. If the guaranteed minimum income benefit cannot be exercised within this timeframe, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. o If you designate your surviving spouse as successor owner, the guaranteed minimum income benefit continues and your surviving spouse may exercise the benefit according to the rules described above, even if your spouse is not the annuitant and even if the benefit is exercised more than one year after your death. If your surviving spouse dies prior to exercise, the rule described in the previous bullet applies. o A successor owner or beneficiary that is a trust or other non- natural person may not exercise the benefit; in this case, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions, adjusted for any withdrawals (and any associated withdrawal charges) and any taxes that apply. The standard death benefit is the only death benefit available for annuitants ages 76 through 85 at issue. If you are an existing contract owner, the applicable issue ages may be different. Please see Appendix IX later in this Prospectus for more information. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, information and forms necessary to effect payment, OR your elected enhanced death benefit on the date of the annuitant's death (adjusted for any subsequent withdrawals, withdrawal charges and taxes that apply), whichever provides the higher amount. If you elect the Spousal protection option, if applicable, the Guaranteed minimum death benefit is based on the age of the older spouse, who may or may not be the annuitant, for the life of Contract features and benefits 41 the contract. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR ANNUITANTS AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. IF YOU ALREADY OWN A CONTRACT, YOUR AVAILABLE ISSUE AGES MAY HAVE BEEN OLDER AT THE TIME YOU PURCHASED YOUR CONTRACT. Subject to state and contract availability (see Appendix VIII later in this Prospectus for state availability of these benefits and Appendix IX for contract variations), you may elect one of the following enhanced death benefits: o ANNUAL RATCHET TO AGE 85. o 6% ROLL-UP TO AGE 85. (no longer available ) o THE GREATER OF 5% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 (no longer available) o THE GREATER OF THE 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. If you elect Principal Protector(SM), only the standard death benefit and the Annual Ratchet to Age 85 enhanced death benefit are available. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. Protection Plus(SM) Subject to state and contract availability and variation (see Appendices VIII and IX later in this Prospectus for more information), if you are purchasing a contract, under which the Protection Plus(SM) feature is available, you may elect the Protection Plus(SM) death benefit at the time you purchase your contract. Protection Plus(SM) provides an additional death benefit as described below. See "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Protection Plus(SM) feature in an NQ, IRA or Rollover TSA contract. Once you purchase the Protection Plus(SM) feature, you may not voluntarily terminate this feature. If you elect Principal Protector(SM), the Protection Plus(SM) feature is not available. Depending on when you purchased your contract, if you elect the Protection Plus(SM) option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the annuitant is 70 or younger when we issue your contract (or if the successor owner/annuitant is 70 or younger when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit less total net contributions, multiplied by 40%. For purposes of calculating your Protection Plus(SM) benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the successor owner/annuitant election not been made plus any subsequent contributions) adjusted for each withdrawal that exceeds your Protection Plus(SM) earnings. "Net contributions" are reduced by the amount of that excess. Protection Plus(SM) earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If you are an existing contract owner, your net contributions may be reduced on a pro rata basis to reflect withdrawals (including withdrawal charges and any TSA loans). For information about what applies to your contract, see Appendix IX later in this Prospectus. If the annuitant is age 71 through 75 (this age may be higher under certain existing contracts) when we issue your contract (or if the successor owner/annuitant is between the ages of 71 and 75 when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit 42 Contract features and benefits Increased by: o such death benefit (as described above) less total net contributions, multiplied by 25%. The value of the Protection Plus(SM) death benefit is frozen on the first contract date anniversary after the annuitant turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For an example of how the Protection Plus(SM) death benefit is calculated, please see Appendix VII. If you elect Spousal protection, the Protection Plus(SM) benefit is based on the age of the older spouse, who may or may not be the annuitant. Upon the death of the non-annuitant spouse, the account value will be increased by the value of the Protection Plus(SM) benefit as of the date we receive due proof of death. Upon the death of the annuitant, the value of the Protection Plus(SM) benefit is either added to the death benefit payment or to the account value if successor owner/annuitant is elected. If the surviving spouse elects to continue the contract, the benefit will be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Protection Plus(SM) must be elected when the contract is first issued: neither the owner nor the successor owner/annuitant can add it subsequently. Ask your financial professional or see Appendix VIII later in this Prospectus to see if this feature is available in your state. PRINCIPAL PROTECTOR(SM) As described below, Principal Protector(SM) provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed your Guaranteed Annual withdrawal amount. Principal Protector(SM) is not an automated withdrawal program. You may request a withdrawal through any of our available withdrawal methods. See "Withdrawing your account value" in "Accessing your money" later in this Prospectus. All withdrawals reduce your account value and the guaranteed minimum death benefit. Principal Protector(SM) may be elected at contract issue, for an additional charge, if the annuitant is age 0 through 85 for NQ contracts or age 20 through 75 for all IRA contracts. Please see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus for a description of the charge and when it applies. If you elect this benefit, you cannot terminate it. If you are an existing contract owner, this feature may not be available under your contract. See Appendix IX later in this Prospectus for more information. If you die, and your beneficiary elects the Beneficiary continuation option, if available, your beneficiary may continue Principal Protector(SM) provided that the beneficiary was 75 or younger on the original contract date. If the beneficiary was older, Principal Protector(SM) will terminate without value even if the GWB benefit base is greater than zero. In the case of multiple beneficiaries, any beneficiary older than 75 may not continue Principal Protector(SM) and that beneficiary's portion of the GWB benefit base will terminate without value, even if it was greater than zero. The ability to continue Principal Protector(SM) under the Beneficiary continuation option is subject to state availability. When and if it is approved in your state, it will be added to your contract if you had already elected GWB. See "Beneficiary continuation option" under "Payment of death benefit" later in the Prospectus for more information on continuing Principal Protector(SM) under the Beneficiary continuation option. If you are purchasing this contract as a TSA, QP or Inherited IRA, Principal Protector(SM) is not available. This benefit is also not available if you elect the Guaranteed minimum income benefit, the Greater of 6% Roll- Up to age 85 and Annual Ratchet to Age 85 enhanced death benefit, Protection Plus(SM), GPB Option 1 or GPB Option 2 or the special dollar cost averaging program. This benefit may not be available under your contract. For more information, please see Appendix IX later in this Prospectus. If you elect the Principal Protector(SM) option and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. You should not purchase Principal Protector(SM) if you plan to take withdrawals in excess of your GWB Annual withdrawal amount because those withdrawals significantly reduce or eliminate the value of the benefit. See "Effect of GWB Excess withdrawals" below. For traditional IRAs, the Principal Protector(SM) makes provision for you to take lifetime required minimum distributions ("RMDs") without losing the value of the Principal Protector(SM) guarantee, provided you comply with the conditions under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, including utilization of our Automatic RMD service, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. YOUR GWB BENEFIT BASE At issue, your GWB benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWB benefit base increases by the dollar amount of any additional contributions. o Your GWB benefit base decreases by the dollar amount of withdrawals. o Your GWB benefit base may be further decreased if a withdrawal is taken in excess of your GWB Annual withdrawal amount. o Your GWB benefit base may also be increased under the Optional step up provision. Contract features and benefits 43 o Your GWB benefit base may also be increased under the one time step up applicable with the Beneficiary continuation option. Each of these events is described in detail below. Once your GWB benefit base is depleted, you may continue to make withdrawals from your account value, but they are not guaranteed under Principal Protector(SM). YOUR GWB ANNUAL WITHDRAWAL AMOUNT Your GWB Annual withdrawal amount is equal to either 5% or 7% ("Applicable percentage"), as applicable, of your initial GWB benefit base, and is the maximum amount that you can withdraw each year without making a GWB Excess withdrawal, as described below. When you purchase your contract, you choose between two available GWB Annual withdrawal options: o 7% GWB Annual withdrawal option o 5% GWB Annual withdrawal option The GWB Annual withdrawal amount may decrease as a result of a GWB Excess withdrawal and may increase as a result of an Automatic reset, additional contributions or a "step up" of the GWB benefit base; each of these transactions are discussed below in detail. Once you elect a GWB Annual withdrawal option, it cannot be changed. Your GWB Annual withdrawal amounts are not cumulative. If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the GWB Annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF GWB EXCESS WITHDRAWALS A GWB Excess withdrawal is caused when you withdraw more than your GWB Annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your GWB Annual withdrawal amount, the entire amount of the withdrawal and each subsequent withdrawal in that contract year are GWB Excess withdrawals. A GWB Excess withdrawal can cause a significant reduction in both your GWB benefit base and your GWB Annual withdrawal amount. If you make a GWB Excess withdrawal, we will recalculate your GWB benefit base and the GWB Annual withdrawal amount. As of the date of the GWB Excess withdrawal, the GWB benefit base is first reduced by the dollar amount of the withdrawal (including any applicable withdrawal charge), and the reduced GWB benefit base and the GWB Annual withdrawal amount are then further adjusted, as follows: o If the account value after the deduction of the withdrawal is less than the GWB benefit base, then the GWB benefit base is reset equal to the account value. o If the account value after the deduction of the withdrawal is greater than or equal to the GWB benefit base, then the GWB benefit base is not adjusted further. o The GWB Annual withdrawal amount equals the lesser of: (i) the Applicable percentage of the adjusted GWB benefit base and (ii) the GWB Annual withdrawal amount prior to the GWB Excess withdrawal. You should not purchase this benefit if you plan to take withdrawals in excess of your GWB Annual withdrawal amount, as such withdrawals significantly reduce or eliminate the value of Principal Protector(SM). If your account value is less than your GWB benefit base (due, for example, to negative market performance), a GWB Excess withdrawal, even one that is only slightly more than your GWB Annual withdrawal amount, can significantly reduce your GWB benefit base and the GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume in contract year four that your account value is $80,000, you have not made any prior withdrawals, and you request an $8,000 withdrawal. Your $100,000 benefit base is first reduced by $8,000 to now equal $92,000. Your GWB benefit base is then further reduced to equal the new account value: $72,000 ($80,000 minus $8,000). In addition, your GWB Annual withdrawal amount is reduced to $5,040 (7% of $72,000), instead of the original $7,000. Withdrawal charges, if applicable, are applied to the amount of the withdrawal exceeding the GWB Annual withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. You should further note that a GWB Excess withdrawal that reduces your account value to zero eliminates any remaining value in your GWB benefit base. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA and participate in our Automatic RMD service, and you do not take any other withdrawals, an automatic withdrawal under that program will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option and chooses scheduled payments, such payments will not cause a GWB Excess withdrawal, provided no additional withdrawals are taken. If your beneficiary chooses the "5-year rule" instead of scheduled payments, this waiver does not apply and a GWB Excess withdrawal may occur if withdrawals exceed the GWB Annual withdrawal amounts. EFFECT OF AUTOMATIC RESET If you take no withdrawals in the first five contract years, the Applicable percentage to determine your GWB Annual withdrawal amount will be automatically reset at no additional charge. The Applicable percentage under the 7% GWB Annual withdrawal option will be increased to 10%, and the Applicable percentage under the 5% GWB Annual withdrawal option will be increased to 7%. The Applicable percentage is automatically reset on your fifth contract date anniversary, and your GWB Annual withdrawal amount will be recalculated. 44 Contract features and benefits If you die before the fifth contract date anniversary, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, if available, the Automatic reset will apply on the fifth contract date anniversary if you have not taken any withdrawals and: (1) your beneficiary chooses scheduled payments and payments have not yet started; or, (2) if your beneficiary chooses the "5-year rule" option and has not taken withdrawals. See "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. EFFECT OF ADDITIONAL CONTRIBUTIONS Anytime you make an additional contribution, we will recalculate your GWB benefit base and your GWB Annual withdrawal amount. Your GWB benefit base will be increased by the amount of the contribution and your GWB Annual withdrawal amount will be equal to the greater of (i) the Applicable percentage of the new GWB benefit base, or (ii) the GWB Annual withdrawal amount in effect immediately prior to the additional contribution. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, no additional contributions will be permitted. OPTIONAL STEP UP PROVISION Except as stated below, any time after the fifth contract date anniversary, you may request a step up in the GWB benefit base to equal your account value. If your GWB benefit base is higher than the account value as of the date we receive your step up request, no step up will be made. If a step up is made, we may increase the charge for the benefit. For a description of the charge increase, see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus. Once you elect to step up the GWB benefit base, you may not do so again for five complete contract years from the next contract date anniversary. Under both the Spousal protection and the successor owner annuitant features, upon the first death, the surviving spouse must wait five complete contract years from the last step up or from contract issue, whichever is later, to be eligible for a step up. As of the date of your GWB benefit base step up, your GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to your stepped up GWB benefit base. It is important to note that a step up in your GWB benefit base may not increase your GWB Annual withdrawal amount. In that situation, the effect of the step up is only to increase your GWB benefit base and support future withdrawals. We will process your step up request even if it does not increase your GWB Annual withdrawal amount, and we will increase the Principal Protector(SM) charge, if applicable. In addition, you will not be eligible to request another step up for five complete contract years. After processing your request, we will send you a confirmation showing the amount of your GWB benefit base and your GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume you take withdrawals of $7,000 in each of the first five contract years, reducing the GWB benefit base to $65,000. After five contract years, further assume that your account value is $92,000, and you elect to step up the GWB benefit base from $65,000 to $92,000. The GWB Annual withdrawal amount is recalculated to equal the greater of 7% of the new GWB benefit base, which is $6,440 (7% of $92,000), or the current GWB Annual withdrawal amount, $7,000. Therefore, following the step up, even though your GWB benefit base has increased, your GWB Annual withdrawal amount does not increase and remains $7,000. The Optional step up provision is not available once your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option. However, if you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, the GWB benefit base will be stepped up to equal the account value, if higher, as of the transaction date that we receive the Beneficiary continuation option election. As of the date of the GWB benefit base step up, your beneficiary's GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to the stepped up GWB benefit base. This is a one-time step up at no additional charge. OTHER IMPORTANT CONSIDERATIONS o Principal Protector(SM) protects your principal only through withdrawals. Your account value may be less than your total contributions. o You can take withdrawals under your contract without purchasing Principal Protector(SM). In other words, you do not need this benefit to make withdrawals. o Amounts withdrawn in excess of your GWB Annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. o Withdrawals made under Principal Protector(SM) will be treated, for tax purposes, in the same way as other withdrawals under your contract. o All withdrawals are subject to all of the terms and conditions of the contract. Principal Protector(SM) does not change the effect of withdrawals on your account value or guaranteed minimum death benefit; both are reduced by withdrawals whether or not you elect Principal Protector(SM). See "How withdrawals are taken from your account value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. o If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. o GWB Excess withdrawals can significantly reduce or completely eliminate the value of this benefit. See "Effect of GWB Excess withdrawals" above in this section and "Withdrawing your account value" in "Accessing your money" later in this Prospectus. Contract features and benefits 45 o If you surrender your contract to receive its cash value, all benefits under the contract will terminate, including Principal Protector(SM) if your cash value is greater than your GWB Annual withdrawal amount. Therefore, when surrendering your contract, you should seriously consider the impact on Principal Protector(SM) when you have a GWB benefit base that is greater than zero. o If you die and your beneficiary elects the Beneficiary continuation option, then your beneficiary should consult with a tax adviser before choosing to use the "5-year rule." The "5-year rule" is described in "Payment of death benefit" under "Beneficiary continuation option" later in this Prospectus. The GWB benefit base may be adversely affected if the beneficiary makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. If you are existing contract owner, this contract may not have been available when you purchased your contract. See Appendix IX later in this Prospectus for more information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for annuitants over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges if applicable under your contract, will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, successor owner/ annuitant feature, special dollar cost averaging program (if applicable), automatic investment program, GPB Options 1 and 2, Principal Protector(SM) and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the annuity account value or the applicable death benefit. 46 Contract features and benefits o Upon your death, your beneficiary has the option to continue taking required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges (if applicable under your contract) will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract, and (iv) any interest in the account for special dollar cost averaging through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii), or (iv) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract, whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. Contract features and benefits 47 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging and (v) the loan reserve account (applicable to Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge as well as optional benefit charges*; (ii) any applicable withdrawal charges and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. - ---------------------- * Depending on when you purchased your contract, your account value will be reduced by a pro rata portion of the administrative charge only. See Appendix IX later in this Prospectus for more information. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, if applicable, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, GPB Option 2, Principal Protector(SM) and/or the Protection Plus(SM) benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VIII later in this Prospectus for any state variations with regard to the termination of your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE (not available under all contracts). In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit 48 Determining your contract's value will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL PROTECTOR (SM) (not available under all contracts) If you elect Principal Protector(SM) and your account value falls to zero due to a GWB Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, as discussed below, even if your GWB benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWB Excess withdrawal or due to a deduction of charges, please note the following: o If your GWB benefit base equals zero, we will terminate your contract and make no payment. o If your GWB benefit base is greater than zero but less than or equal to the balance of your GWB Annual withdrawal amount, if any, for that contract year, we will terminate your contract and pay you any remaining GWB benefit base. o If your GWB benefit base is greater than the balance of your remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay you your GWB Annual withdrawal amount balance and terminate your contract, and we will pay you your remaining GWB benefit base as an annuity benefit, as described below. o If the Beneficiary continuation option is elected (not available in all states), and the account value falls to zero while there is a remaining GWB benefit base, we will make payments to the beneficiary as follows: o If the beneficiary had elected scheduled payments we will continue to make scheduled payments over remaining life expectancy until the GWB benefit base is zero, and the Principal Protector(SM) charge will no longer apply. o If the beneficiary had elected the "5-year rule" and the GWB benefit base is greater than the remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay the beneficiary the GWB Annual withdrawal amount balance. We will continue to pay the beneficiary the remaining GWB Annual withdrawal amount each year until the GWB benefit base equals zero, or the contract terminates at the end of the fifth contract year, whichever comes first. Any remaining GWB benefit base at the end of the fifth contract year will terminate without value. ANNUITY BENEFIT. If the contract terminates and the remaining GWB benefit base is to be paid in installments, we will issue you an annuity benefit contract and make annual payments equal to your GWB Annual withdrawal amount on your contract date anniversary beginning on the next contract date anniversary, until the cumulative amount of such payments equals the remaining GWB benefit base (as of the date the contract terminates). The last installment payment may be smaller than the previous installment payments in order for the total of such payments to equal the remaining GWB benefit base. The annuity benefit supplemental contract will carry over the same owner, annuitant and beneficiary as under your contract. If you die before receiving all of your payments, we will make any remaining payments to your beneficiary. The charge for Principal Protector(SM) will no longer apply If at the time of your death the GWB Annual withdrawal amount was being paid to you as an annuity benefit, your beneficiary may not elect the Beneficiary continuation option. Determining your contract's value 49 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3% or less. o If the annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment and affect your GPB. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. If you are an existing contractowner, this restriction may not apply. See Appendix IX later in this Prospectus for contract variations. o No transfers are permitted into the Special 10 year fixed maturity option. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option, the interest sweep option and dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that 50 Transferring your money among investment options do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We offer rebalancing, which you can use to automatically reallocate your account value among your investment options. We currently offer two options: "Option I" and "Option II." Option I, allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will Transferring your money among investment options 51 not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers between the guaranteed interest option and the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. 52 Transferring your money among investment options 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. If you withdraw more than 90% of your contract's current cash value, we will treat it as a request to surrender your contract for its cash value. See "Surrendering your contract to receive its cash value" below. For the potential tax consequences of withdrawals, see "Tax information" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2," below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Inherited IRA Yes No No * - -------------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA*** Yes Yes No Yes - -------------------------------------------------------------------------------- * This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. ** All payments are made to the trust as the owner of the contract. *** For some Rollover TSA contracts, your ability to take withdrawals, loans or surren der your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). If you already own your contract, the applicable free withdrawal percentage may be higher. See Appendix IX later in this Prospectus for the free withdrawal amount that applies to your contract. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. If you already own your contract, the applicable percentages may be higher. See Appendix IX later in this Prospectus for information on what applies to your contract. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. This option is not available if you have elected a Guaranteed principal benefit. -- if you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA and Roth Conversion IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; Accessing your money 53 this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. This option is not available if you have elected a guaranteed principal benefit. -- if you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH PRINCIPAL PROTECTOR(SM). If you elect Principal Protector(SM), provided no other withdrawals are taken during a contract year in which you participate in our Automatic RMD service, an automatic withdrawal using our service will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. If you take any other withdrawal while you participate in the service, however, this GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, you must elect and maintain participation in our Automatic RMD service at your required beginning date, or the contract date, if your required beginning date has occurred before the contract was purchased. See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options (other than the Special 10 year fixed maturity option, if applicable) in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). 54 Accessing your money HOW WITHDRAWALS (AND TRANSFERS OUT OF THE SPECIAL 10 YEAR FIXED MATURITY OPTION) AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED PRINCIPAL BENEFIT OPTION 2 In general, withdrawals will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). Transfers out of the Special 10 year fixed maturity option will reduce the GPB Option 2 amount on a pro rata basis. In addition, if you make a contract withdrawal from the Special 10 year fixed maturity option, we will reduce your GPB Option 2 in a similar manner; however, the reduction will reflect both a transfer out of the Special 10 year fixed maturity option and a withdrawal from the contract. Therefore, the reduction in GPB Option 2 is greater when you take a contract withdrawal from the Special 10 year fixed maturity option than it would be if you took the withdrawal from another investment option. Similar to the example above, if your account value is $30,000 and you withdraw $12,000 from the Special 10 year fixed maturity option, you have withdrawn 40% of your account value. If your GPB Option 2 benefit was $40,000 before the withdrawal, the reduction to reflect the transfer out of the Special 10 year fixed maturity option would equal $16,000 ($40,000 x .40). The amount used to calculate the reduction to reflect the withdrawal from the contract is $24,000 ($40,000 - $16,000). The reduction to reflect the withdrawal would equal $9,600 ($24,000 x .40), and your new benefit after the withdrawal would be $14,400 ($24,000 - $9,600). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% (or 5%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% (or 5%) Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% (or 5%) or less of the 6% (or 5%) Roll-Up benefit base on the most recent contract date anniversary. Additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% (or 5%) of the benefit base on the most recent anniversary, that entire withdrawal and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% (or 5%) Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. If you already own your contract, the effect of withdrawals on your Guaranteed minimum income benefit and Guaranteed minimum death benefit (including the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit) may be different. See Appendix IX later in this Prospectus for information on what applies to your contract. HOW WITHDRAWALS AFFECT PRINCIPAL PROTECTOR(SM) If you elect Principal Protector(SM), if available, any withdrawal reduces your GWB benefit base by the amount of the withdrawal. In addition, a GWB Excess withdrawal can significantly reduce your GWB Annual withdrawal amount and further reduce your GWB benefit base. For more information, see "Effect of GWB Excess withdrawals" and "Other important considerations" under "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. Also, under certain contracts, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. If you are an existing contract owner, the rules in the preceding sentence may not apply under your contract or if the Guaranteed minimum income benefit no lapse guarantee is available and in effect on your contract. See Appendix IX later in this Prospectus for information on what applies to your contract. See also "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR PRINCIPAL PROTECTOR(SM). If you elect Principal Protector(SM), all withdrawal methods described above can be used. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWB Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWB Excess withdrawal. In other words, if you take a GWB Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWB benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see Principal Protector(SM) in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. Accessing your money 55 LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. Your contract contains further details of the loan provision. Please see Appendix VIII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan including any accrued and unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options (other than the Special 10 year fixed maturity option), in the order of the earliest maturity date(s) first. A market value adjustment may apply. If the FMO amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). If the amounts are withdrawn from the Special 10 year fixed maturity option, the guaranteed benefit will be adversely affected. See "Guaranteed principal benefit option 2" in "Contract features and benefits" earlier in this Prospectus. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the annuitant is living and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including Principal Protector(SM) (if applicable), if your cash value is greater than your GWB Annual withdrawal amount. If you have a GWB benefit base greater than zero, you should consider the impact of a contract surrender on the Principal Protector(SM) benefit. If your surrender request does not constitute a GWB Excess withdrawal, you may be eligible for additional benefits. If, however, your surrender request constitutes a GWB Excess withdrawal, you will lose those benefits. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect under your contract, the Guaranteed minimum income benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Annuity benefit" under "Insufficient account value" in "Determining your contract value" and "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal 56 Accessing your money charges) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Elite(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Elite(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Elite(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Elite(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VIII later in this Prospectus for variations that may apply to your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect Principal Protector(SM) and choose to annuitize your contract, Principal Protector(SM) will terminate without value even if your GWB benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under Principal Protector(SM). See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. - ---------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - ---------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - ---------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period (available for annuitants age 83 certain or less at contract issue) Period certain annuity - ---------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. Accessing your money 57 FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your contract. For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) Elite(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Elite(SM), and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option (or "Living Benefit" option), different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) Elite(SM) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options no withdrawal charge is imposed under your contract. If the withdrawal charge that otherwise would have been applied to your account value under your contract is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin. In most states, it may not be earlier than thirteen months from the Accumulator(R) Elite(SM) contract date. Please see Appendix VIII later in this Prospectus for information on state variations. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. 58 Accessing your money If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect Principal Protector and your contract is annuitized at maturity, we will offer an annuity payout option for life that guarantees you will receive payments that are at least equal to what you would have received under Principal Protector until the point at which your GWB Benefit Base is depleted. After your GWB Benefit Base is depleted, you will continue to receive periodic payments while you are living. The amount of each payment will be the same as the payment amount that you would have received if you had applied your account value on the maturity date to purchase a life annuity at the annuity purchase rate guaranteed in your contract; this payment amount may be more or less than your GWB Annual Withdrawal amount. Please see Appendix VIII later in this Prospectus for variations that may apply in your state. Accessing your money 59 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard death benefit); the Guaranteed minimum income benefit; Principal Protector(SM); and Protection Plus(SM). o On the first 10 contract date anniversaries -- a charge for GPB Option 2, if you elect this optional benefit. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. The fees and charges described are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix IX for the fees and charges that apply under your contract. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed 60 Charges and expenses maturity option) in order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceeds the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or to apply your cash value to a non-life contingent annuity payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn in any of the first four years after we receive a contribution. We determine the withdrawal charge separately for each contribution according to the following table: - --------------------------------------------------------------- Contract year - --------------------------------------------------------------- 1 2 3 4 5 - --------------------------------------------------------------- Percentage of contribution 8 % 7 % 6 % 5 % 0 % - --------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawals of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. For contracts issued in New York, please see Appendix VIII later in this Prospectus for the New York withdrawal charge schedule applicable to monies withdrawn from and transferred among the fixed maturity options. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and withdrawal charge from your account value. The amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% free withdrawal amount. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase the 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract), and (2) the 10% free withdrawal amount defined above. If you elect Principal Protector(SM), we will waive any withdrawal charge for any withdrawal during the contract year up to the GWB Annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds the GWB Annual withdrawal amount. If you already own your contract, the applicable free withdrawal percentage may be higher. See Appendix IX later in this Prospectus for the free withdrawal amount that applies under your contract. Certain withdrawals. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or the annual ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% to age 85 Roll-Up benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% to age 85 Roll-Up benefit base as long as it does not exceed the free withdrawal amount. If your withdrawal exceeds the amount described above, this waiver is not applicable to that withdrawal, nor to any subsequent withdrawal for the life of the contract. If you are an existing contract owner, see Appendix IX later in this Prospectus to see if this waiver of the withdrawal charge applies under your contract. Disability, terminal illness or confinement to nursing home. The withdrawal charge also does not apply if: Charges and expenses 61 (i) The annuitant has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that the annuitant's life expectancy is six months or less; or (iii) The annuitant has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions as described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. If you are an existing contract owner, the charge may be as much as to 0.30% of the Annual Ratchet to age 85 benefit base. Please see Appendix IX later in this Prospectus or your contract for the charge that applies under your contract. GREATER OF 5% ROLL-UP TO AGE 85. (no longer available). If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.50% of the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. If you are an existing contract owner, your charge may be less. Please see Appendix IX later in this Prospectus or your contract for more information. 6% ROLL-UP TO AGE 85. (no longer available). If you elected the 6% Roll-Up to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.45% of the 6% Roll-Up to age 85 benefit base. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If these amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option. STANDARD DEATH BENEFIT. There is no additional charge for the standard death benefit. GUARANTEED PRINCIPAL BENEFIT OPTION 2 If you purchase GPB Option 2, we deduct a charge annually from your account value on the first 10 contract date anniversaries. The charge is equal to 0.50% of the account value. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If these amounts are insufficient, we will deduct any remaining portion of the charge from amounts in any fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more 62 Charges and expenses information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT (THE "LIVING BENEFIT") CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. If you are an existing contract owner, your charge may be less. Please see Appendix IX later in this Prospectus or your contract for more information. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (See Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option, if available). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option or for the Guaranteed minimum income benefit no lapse guarantee. This option is not available under all contracts. PROTECTION PLUS(SM) CHARGE If you elect Protection Plus(SM), we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. PRINCIPAL PROTECTOR(SM) CHARGE If you elect Principal Protector(SM), we deduct a charge annually as a percentage of your account value on each contract date anniversary. If you elect the 5% GWB Annual withdrawal option, the charge is equal to 0.35%. If you elect the 7% GWB Annual withdrawal option, the charge is equal to 0.50%. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (See Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, we will not deduct a pro rata portion of the charge upon your death. However, the Principal Protector(SM) charge will continue. A market value adjustment will apply to deductions from the fixed maturity options. If your GWB benefit base falls to zero but your contract is still in force, the charge will be suspended as of the next contract date anniversary. The charge will be reinstated, as follows: (i) if you make a subsequent contribution, we will reinstate the charge that was in effect at the time your GWB benefit base became depleted, (ii) if you elect to exercise the Optional step up provision, we will reinstate a charge, as discussed immediately below, and (iii) if your beneficiary elects the Beneficiary continuation option and reinstates the Principal Protector(SM) benefit with a one time step up, we will reinstate the charge that was in effect when the GWB benefit base fell to zero. If your beneficiary elects the Beneficiary continuation option, and is eligible to continue Principal Protector(SM), the benefit and the charge will continue unless your beneficiary tells us to terminate the benefit at the time of election. OPTIONAL STEP UP CHARGE. Every time you elect the Optional step up, we reserve the right to raise the benefit charge at the time of the step Charges and expenses 63 up. The maximum charge for Principal Protector(SM) with a 5% GWB Annual withdrawal option is 0.60%. The maximum charge for Principal Protector(SM) with a 7% GWB Annual withdrawal amount option is 0.80%. The increased charge, if any, will apply as of the next contract date anniversary following the step up and on all contract anniversaries thereafter. If you die and your beneficiary elects the Beneficiary continuation option, if available, a one time step up only (at no additional charge) is applicable. For more information on the Optional step up, one time step up and Automatic reset provisions, see "Principal Protector(SM)" in "Contract features and benefits." If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to 12b-1 fees. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. 64 Charges and expenses 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Protection Plus(SM) feature, as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the annuitant's death, adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. EFFECT OF THE ANNUITANT'S DEATH If the annuitant dies before the annuity payments begin, we will pay the death benefit to your beneficiary. Generally, the death of the annuitant terminates the contract. However, a surviving spouse who is the sole primary beneficiary, of the deceased owner/annuitant can choose to be treated as the successor owner/annuitant and continue the contract. The Successor owner/ annuitant feature is only available under NQ and individually owned IRA (other than Inherited IRAs) contracts. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. For NQ and all types of IRA contracts, a beneficiary may be able to have limited ownership as discussed under "Beneficiary continuation option" below. WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT Under certain conditions the owner changes after the original owner's death for the purposes of receiving required distributions from the contract. When you are not the annuitant under an NQ contract and you die before annuity payments begin, unless you specify otherwise, the beneficiary named to receive this death benefit upon the annuitant's death will become the successor owner. If you do not want this beneficiary to be the successor owner, you should name a specific successor owner. You may name a successor owner at any time during your life by sending satisfactory notice to our processing office. If the contract is jointly owned and the first owner to die is not the annuitant, the surviving owner becomes the sole contract owner. This person will be considered the successor owner for purposes of the distribution rules described in this section. The surviving owner automatically takes the place of any other beneficiary designation. You should carefully consider the following if you have elected the Guaranteed minimum income benefit and you are the owner, but not the annuitant. Because the payments under the Guaranteed minimum income benefit are based on the life of the annuitant, and the federal tax law required distributions described below are based on the life of the successor owner, a successor owner who is not also the annuitant may not be able to exercise the Guaranteed minimum income benefit, if you die before annuity payments begin. Therefore, one year before you become eligible to exercise the Guaranteed minimum income benefit, you should consider the effect of your beneficiary designations on potential payments after your death. For more information, see "Exercise rules" under "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus. Unless the surviving spouse of the owner who has died (or in the case of a joint ownership situation, the surviving spouse of the first owner to die) is the successor owner for this purpose, the entire interest in the contract must be distributed under the following rules: o The cash value of the contract must be fully paid to the successor owner (new owner) within five years after your death (the "5-year rule"), or in a joint ownership situation, the death of the first owner to die. Payment of death benefit 65 o If Principal Protector(SM) was elected and if the "5-year rule" is elected and the successor owner dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. The successor owner should consult with a tax adviser before choosing to use the "5-year rule." The GWB benefit base may be adversely affected if the successor owner makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. If you elect Principal Protector(SM), the successor owner has the option to terminate the benefit and charge upon receipt by us of due proof of death and notice to discontinue the benefit; otherwise, the benefit and charge will automatically continue. o The successor owner may instead elect to receive the cash value as a life annuity (or payments for a period certain of not longer than the successor owner's life expectancy). Payments must begin within one year after the non-annuitant owner's death. Unless this alternative is elected, we will pay any cash value five years after your death (or the death of the first owner to die). o A successor owner should consider naming a new beneficiary. If the surviving spouse is the successor owner or joint owner, the spouse may elect to continue the contract. No distributions are required as long as the surviving spouse and annuitant are living. An eligible successor owner, including a surviving joint owner after the first owner dies, may elect the beneficiary continuation option for NQ contracts discussed in "Beneficiary continuation option" below. HOW DEATH BENEFIT PAYMENT IS MADE We will pay the death benefit to the beneficiary in the form of the annuity payout option you have chosen. If you have not chosen an annuity payout option as of the time of the annuitant's death, the beneficiary will receive the death benefit in a single sum. Payment of the death benefit in a lump sum terminates all rights and any applicable guarantees under the contract, including Guaranteed minimum income benefit, GPB Options 1 and 2, and Principal Protector(SM). However, subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuity payout options we offer at the time. SUCCESSOR OWNER AND ANNUITANT If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary or the joint owner, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant. The successor owner/annuitant must be 85 or younger as of the date of the non-surviving spouse's death. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary to effect the Successor owner/annuitant feature, we will increase the account value to equal your elected guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. Thereafter, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. These additional contributions will be considered to be withdrawn only after all other amounts have been withdrawn. In determining whether your applicable Guaranteed minimum death benefit option will continue to grow, we will use your surviving spouse's age as of the date we receive satisfactory proof of your death, any required instructions and the information and forms necessary to effect the successor owner/annuitant feature. We will determine whether your applicable Guaranteed minimum death benefit option will continue as follows: o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 84 or younger at death, the Guaranteed minimum death benefit continues based upon the option that was elected by the original owner/annuitant and will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 85 or older at death, we will reinstate the Guaranteed minimum death benefit that was elected by the original owner/annuitant. The benefit will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 76 or over on the date of the original owner/annuitant's death, the Guaranteed minimum death benefit will no longer grow, and we will no longer charge for the benefit. If you elect Principal Protector(SM), the benefit and charge will remain in effect. If the GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. 66 Payment of death benefit For information on the operation of successor owner/annuitant feature with the Guaranteed minimum income benefit, see "Exercise of Guaranteed minimum income benefit" under "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus. For information on the operation of this feature with Protection Plus(SM), see "Protection Plus(SM)" in "Guaranteed minimum death benefit" under "Contract features and benefits," earlier in this Prospectus. SPOUSAL PROTECTION SPOUSAL PROTECTION OPTION FOR NQ CONTRACTS ONLY. This feature permits spouses who are joint contract owners to increase the account value to equal the guaranteed minimum death benefit, if higher, and by the value of any Protection Plus(SM) benefit, if elected, upon the death of either spouse. This account value "step up" occurs even if the surviving spouse was the named annuitant. If you and your spouse jointly own the contract and one of you is the named annuitant, you may elect the Spousal protection option at the time you purchase your contract at no additional charge. Both spouses must be between the ages of 20 and 70 at the time the contract is issued and must each be named the primary beneficiary in the event of the other's death. The annuitant's age is generally used for the purpose of determining contract benefits. However, for the Annual Ratchet to age 85 and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 guaranteed minimum death benefits and the Protection Plus(SM) benefit, the benefit is based on the older spouse's age. The older spouse may or may not be the annuitant. However, for purposes of the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option, the last age at which the benefit base may be reset is based on the annuitant's age, not the older spouse's age. If the annuitant dies prior to annuitization, the surviving spouse may elect to receive the death benefit, including the value of the Protection Plus(SM) benefit, or if eligible, continue the contract as the sole owner/ annuitant by electing the successor owner/annuitant option. If the non-annuitant spouse dies prior to annuitization, the surviving spouse continues the contract automatically as the sole owner/annuitant. In either case, the contract would continue, as follows: o As of the date we receive due proof of the spouse's death, the account value will be reset to equal the Guaranteed minimum death benefit as of the date of the non-surviving spouse's death, if higher, increased by the value of the Protection Plus(SM) benefit. o The Guaranteed minimum death benefit continues to be based on the older spouse's age for the life of the contract, even if the younger spouse is originally or becomes the sole owner/annuitant. o The Protection Plus(SM) benefit will now be based on the surviving spouse's age at the date of the non-surviving spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit will be discontinued even if the surviving spouse is the older spouse (upon whose age the benefit was originally based). o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the successor owner/annuitant, if applicable. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If the annuitant dies first, withdrawal charges will no longer apply to any contributions made prior to the annuitant's death. If the non-annuitant spouse dies first, the withdrawal charge schedule remains in effect with regard to all contributions. o If you elect Principal Protector(SM), the benefit and charge will remain in effect. If the GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. We will not allow Spousal protection to be added after contract issue. If there is a change in owner or primary beneficiary, the Spousal protection benefit will be terminated. If you divorce, but do not change the owner or primary beneficiary, Spousal protection continues. If you are an existing contract owner, this feature may not be available to you. See Appendix IX later in this Prospectus for more information about your contract. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VIII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. Payment of death benefit 67 Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your benefi ciary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the ben eficiary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments are elected, the beneficiary's scheduled payments will be calculated, using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if 68 Payment of death benefit they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect the scheduled payments rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. If the owner and annuitant are different and the owner dies before the annuitant, for purposes of this discussion, "beneficiary" refers to the successor owner. For a discussion of successor owner, see "When an NQ contract owner dies before the annuitant" earlier in this section. This feature must be elected within 9 months following the date of your death and before any inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts (regardless of whether the owner and the annuitant are the same person): o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that you must be the owner and annuitant and your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If the non-spousal beneficiary chooses scheduled payments under "Withdrawal Option 1," as discussed above in this section, Principal Protector(SM) may not be continued and will automatically terminate without value even if the GWB benefit base is greater than zero. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your benefi ciary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no Payment of death benefit 69 additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries, each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the ben eficiary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments under "Withdrawal Option 2" is elected, the beneficiary's scheduled payments will be calculated, using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect the scheduled payments under "Withdrawal Option 2" rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. If you are both the owner and annuitant: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the annuity account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. o No withdrawal charges, if any, will apply to any withdrawals by the beneficiary. If the owner and annuitant are not the same person: o If the beneficiary continuation option is elected, the beneficiary automatically becomes the new annuitant of the contract, replacing the existing annuitant. o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free corridor amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free corridor amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. If a contract is jointly owned: o The surviving owner supersedes any other named beneficiary and may elect the beneficiary continuation option. o If the deceased joint owner was also the annuitant, see "If you are both the owner and annuitant" earlier in this section. o If the deceased joint owner was not the annuitant, see "If the owner and annuitant are not the same person" earlier in this section. 70 Payment of death benefit 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Elite(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth Conversion IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Elite(SM)'s Guaranteed minimum income benefit, the Principal Protector(SM) benefit, dollar cost averaging, choice of death benefits, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, the guaranteed minimum income benefit and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. Tax information 71 ANNUITY PAYMENTS Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your "investment in the contract." Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. PROTECTION PLUS(SM) FEATURE In order to enhance the amount of the death benefit to be paid at the Annuitant's death, you may purchase a Protection Plus(SM) rider for your NQ contract. Although we regard this benefit as an investment protection feature which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Protection Plus(SM) rider is not part of the contract. In such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant are the same under the source contract and the Accumulator(R) Elite(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Elite(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. Beneficiary continuation option We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for NQ contracts. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2;" o scheduled payments, any additional withdrawals under "Withdrawal Option 2," or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling does not specifically address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The ruling also does not address the effect of the retention of the Principal Protector(SM) feature discussed earlier in this Prospectus under "Contract features and benefits," which a non-spousal beneficiary may elect under certain conditions. Before electing the beneficiary continuation 72 Tax information option feature, the individuals you designate as beneficiary or successor owner should discuss with their tax advisers the consequences of such elections. The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Accounts 45 and 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Accounts 45 and 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Accounts 45 and 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Accounts 45 and 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). Tax information 73 For some of the contracts covered by this Prospectus, we have received an opinion letter from the IRS approving the respective forms of the Accumulator(R) Elite(SM) traditional and Roth IRA contracts for use as a traditional IRA and a Roth IRA, respectively. For others, we have not applied for an opinion letter from the IRS to approve the respective forms of the Accumulator(R) Elite(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. We have submitted the respective forms of the Accumulator(R) Elite(SM) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under any series of Accumulator(R) Elite(SM) traditional and Roth IRA contracts. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Protection Plus(SM) feature qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Elite(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Elite(SM) IRA or Accumulator(R) Elite(SM) Roth IRA with the optional Protection Plus(SM) feature. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) Elite(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel with in a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers") Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007 your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. 74 Tax information If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000 (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $75,000 and $85,000 in 2006. In 2007, the deduction will phase out for AGI between $80,000 and $100,000. For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2006, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted - -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Tax information 75 Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a nonspousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a nonspousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% 76 Tax information additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing, Please consult your tax adviser concerning applicability of these complex rules to your situation. Tax information 77 Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over 78 Tax information your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Successor owner and annuitant If your spouse is the sole primary beneficiary and elects to become the successor owner and annuitant, no death benefit is payable until your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Elite(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or Tax information 79 tax-free rollover contributions from other Roth arrangements; or o o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for each of the taxable years 2006 and 2007. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the years is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007 $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a 80 Tax information year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Tax information 81 Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. 82 Tax information Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please contact your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Protection Plus(SM) feature The Protection Plus(SM) feature is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Protection Plus(SM) benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Protection Plus rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Protection Plus(SM) benefit is not part of the contract, in such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Elite(SM) Rollover TSA contract with the optional Protection Plus(SM) feature. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Elite(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Elite(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Elite(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Tax information 83 Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Elite(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Elite(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Elite(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Elite(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Elite(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. 84 Tax information Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity payments. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Elite(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VIII later in this Prospectus for any state rules that affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments Tax information 85 for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Elite(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Elite(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Elite(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribution from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This 86 Tax information may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT ON TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 87 8. More information - -------------------------------------------------------------------------------- ABOUT OUR SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - -------------------------------------------------------- 88 More information - -------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------- 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. More information 89 We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP, Inherited IRA Beneficiary Continuation (traditional IRA or Roth IRA) or Rollover TSA contracts, nor is it available with GPB Option 2. Please see Appendix VIII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. 90 More information CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information, or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in the prospectuses for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustee or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. One result of proportional voting is that a small number of contract owners may control the outcome of a vote. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, Protection Plus(SM) death benefit, Guaranteed principal benefit option 2 and/or the Principal Protector(SM) ("Benefit"), generally the Ben- More information 91 efit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. -- if you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information. However, the Benefit will not terminate if the ownership of the contract is transferred to: (i) a family member (as defined in the contract); (ii) a trust created for the benefit of a family member or members; (iii) a trust qualified under section 501(c) of the Internal Revenue Code; or (iv) a successor by operation of law, such as an executor or guardian. Please speak with your financial professional for further information. See Appendix VIII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.20% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 6.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. 92 More information The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Elite(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable product. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 93 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. 94 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.65%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.07 $ 11.26 $ 10.59 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,308 1,298 726 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 $ 10.35 $ 10.27 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,508 1,073 686 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.28 $ 10.54 $ 10.37 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,741 1,299 787 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 47.21 $ 43.48 $ 42.17 $ 39.41 $ 33.62 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,955 4,167 3,907 2,733 598 - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.55 $ 11.14 $ 10.61 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 11,247 7,926 3,664 -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 56.56 $ 54.68 $ 51.36 $ 46.56 $ 34.41 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 292 331 388 429 338 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.36 $ 11.12 $ 11.11 $ 10.87 $ 10.64 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,686 7,527 8,293 8,217 3,282 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.94 $ 11.53 $ 10.96 $ 9.93 $ 7.88 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,865 2,078 2,231 1,758 398 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 30.88 $ 28.55 $ 28.15 $ 26.32 $ 21.83 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,798 4,585 5,526 5,467 2,248 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.73 $ 13.57 $ 11.94 $ 10.29 $ 7.79 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,676 2,300 2,160 1,684 553 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.18 $ 10.89 $ 10.37 $ 9.61 $ 7.62 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,745 1,956 2,038 1,850 635 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.52 $ 9.66 $ 9.13 $ 8.70 $ 6.77 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,202 4,551 4,852 4,258 1,299 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.18 $ 12.07 $ 11.46 $ 10.17 $ 7.89 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,325 4,766 4,712 3,848 1,272 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.79 $ 10.01 $ 9.38 $ 8.53 $ 6.18 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,520 5,281 6,078 5,628 1,488 - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 39.15 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 97 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 49.16 $ 66.77 $ 78.30 $ 67.13 $ 68.19 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 402 420 141 16 -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 22.86 $ 23.07 $ 25.73 $ 27.12 $ 29.13 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,835 1,211 574 170 2 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.75 $ 12.18 $ 11.53 $ 10.17 $ 7.35 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,885 4,432 5,059 3,927 1,262 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.46 $ 9.91 $ 9.05 $ 8.76 $ 5.65 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,343 4,090 4,725 1,117 205 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 247.00 $ 226.77 $ 220.94 $ 196.75 $ 133.70 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 490 586 683 689 581 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 33.29 $ 28.54 $ 27.49 $ 24.85 $ 19.37 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,676 3,197 3,420 3,013 1,002 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.20 $ 17.94 $ 18.01 $ 17.95 $ 17.86 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,358 2,881 3,326 3,448 2,501 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.88 $ 14.71 $ 12.97 $ 11.15 $ 8.38 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,168 4,498 4,337 4,026 604 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.86 $ 7.01 $ 6.19 $ 5.81 $ 4.79 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 11,991 14,352 15,822 17,115 16,550 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.84 $ 15.50 $ 15.45 $ 15.13 $ 14.85 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,329 2,753 2,951 3,122 1,064 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.73 $ 16.53 $ 15.07 $ 13.43 $ 9.69 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,069 3,839 4,346 4,534 3,377 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.54 $ 14.69 $ 14.16 $ 12.68 $ 10.01 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 13,777 15,585 17,155 15,959 8,615 - ------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.33 $ 10.36 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 99 53 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.69 $ 10.71 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 669 1,084 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.64 $ 5.82 $ 5.57 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 907 1,277 370 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.87 $ 8.57 $ 8.01 $ 7.86 $ 6.24 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 367 468 498 478 128 - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.80 $ 12.11 $ 11.71 $ 11.27 $ 9.24 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,547 2,581 2,715 2,971 2,171 - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.24 $ 12.14 $ 10.53 $ 9.42 $ 7.22 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 9,957 11,032 11,933 10,611 5,973 - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.82 $ 11.63 $ 11.14 $ 10.21 $ 7.89 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 9,568 11,228 12,694 12,682 9,408 - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 203.81 $ 232.08 $ 275.01 $ 223.79 $ 176.22 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 661 618 255 35 1 - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 25.00 $ 25.80 $ 24.13 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.72 $ 15.75 $ 14.70 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.48 $ 12.56 $ 16.61 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 7.07 $ 9.45 $ 11.77 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 18,765 17,412 5,630 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.11 $ 16.53 $ 14.78 $ 11.77 $ 12.52 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,423 3,189 818 211 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.78 $ 11.61 $ 12.04 $ 11.81 -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,000 3,700 1,532 315 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.62 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 13 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.75 $ 17.16 $ 21.20 $ 16.54 $ 12.33 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,221 1,658 576 282 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.64 $ 11.09 $ 13.93 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 5,697 5,514 1,286 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.65 $ 11.04 $ 10.60 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,151 2,953 987 -- -- - ------------------------------------------------------------------------------------------------------------------------- A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.34 $ 11.40 $ 10.94 $ 10.17 $ 7.57 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 12,120 14,266 15,720 14,963 8,308 - ------------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.03 $ 10.38 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 247 113 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 332 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 29.01 $ 25.62 $ 24.94 $ 22.99 $ 18.28 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 8,474 10,127 11,584 11,512 7,152 - ------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.92 $ 9.74 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 471 36 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.74 $ 8.39 $ 8.20 $ 7.79 $ 5.73 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,731 2,184 2,500 2,016 424 - ------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.66 $ 11.53 $ 11.02 $ 9.65 $ 6.83 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 8,561 10,309 11,422 10,509 4,322 - ------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.13 $ 15.47 $ 14.13 $ 12.18 $ 9.29 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,178 7,278 7,736 7,229 3,714 - ------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 730 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 51 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.58 $ 10.49 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 268 107 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 26.24 $ 22.44 $ 21.86 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 291 339 74 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.19 $ 11.48 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 273 98 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.26 $ 6.29 $ 5.96 $ 5.40 $ 4.36 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 5,400 6,287 6,714 6,805 4,722 - ------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.01 $ 13.68 $ 13.60 $ 13.28 $ 13.05 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 12,428 14,021 15,208 16,175 13,419 - ------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.68 $ 13.24 $ 12.94 $ 11.86 $ 9.51 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,115 4,803 5,325 5,701 4,777 - ------------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.18 $ 10.63 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 784 195 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------ 2001 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.09 $ 10.46 $ 10.26 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,886 5,538 2,436 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 23.93 $ 27.69 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,601 6,057 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 7.66 $ 9.38 $ 10.80 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 141 78 6 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.51 $ 9.99 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,644 617 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.07 $ 10.82 $ 10.45 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,090 251 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/International Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.36 $ 8.39 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,856 1,315 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.10 $ 11.40 $ 10.39 $ 10.73 -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 10,537 5,112 2,026 379 -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.94 $ 13.02 $ 12.39 $ 12.76 $ 11.50 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,156 1,755 978 714 17 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.00 $ 9.98 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 390 431 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.20 $ 10.58 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 502 135 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.69 $ 10.54 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 166 132 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.31 $ 11.13 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 519 490 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.22 $ 15.07 $ 13.84 $ 12.72 $ 9.86 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 10,192 11,276 11,463 10,296 2,423 - ------------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 23.60 $ 19.83 $ 19.58 $ 17.99 $ 13.94 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,644 4,227 4,909 4,335 2,235 - ------------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 22.35 $ 18.07 $ 16.57 $ 13.84 $ 10.98 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,311 4,992 5,077 5,316 3,555 - ------------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.72 $ 13.88 $ 12.94 $ 11.68 $ 9.18 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,075 3,566 4,258 4,710 4,661 - ------------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.37 $ 9.33 $ 8.84 $ 8.07 $ 6.72 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,684 7,849 8,941 9,707 8,237 - ------------------------------------------------------------------------------------------------------------------------- EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 27.57 $ 26.81 $ 26.55 $ 26.78 $ 27.06 - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,996 4,058 4,693 6,370 9,288 - ------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 4.81 $ 4.53 $ 4.36 -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 206 172 19 -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 372 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 61 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 21 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 30 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.80 $ 9.92 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,411 848 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.19 $ 9.96 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 593 132 -- -- -- - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, -------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.33 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 78 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.00 $ 16.37 $ 14.88 $ 12.71 $ 11.58 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,559 1,079 173 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.39 $ 17.34 $ 20.10 $ 12.75 $ 10.84 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,126 2,033 771 422 4 - ------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.20 $ 21.88 $ 27.40 $ 16.03 $ 12.11 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,707 5,759 1,680 200 2 - ------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.64 $ 10.45 $ 10.70 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 8,655 7,052 2,906 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 27.16 $ 26.65 $ 25.55 $ 24.80 $ 23.98 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 13,759 -- 9,875 5,805 349 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, -------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 19.22 $ 16.83 $ 16.33 $ 14.17 $ 10.49 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,693 6,888 7,850 7,354 5,021 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.61 $ 7.94 $ 7.51 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 605 410 22 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.75 $ 14.46 $ 14.10 $ 12.18 $ 8.48 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,912 3,372 3.99 4,084 1,913 - ------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.76 $ 16.68 $ 16.30 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 104 146 19 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.75 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 298 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.12 $ 5.45 $ 5.08 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 397 286 69 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.87 $ 10.41 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 647 410 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.41 $ 13.65 $ 10.45 $ 8.58 $ 5.59 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,518 5,043 4,587 4,232 2,823 - ------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.28 $ 12.35 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 322 172 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.22 $ 11.88 $ 11.36 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 168 40 1 -- -- - ------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 19.75 $ 14.58 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 578 539 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.37 $ 10.68 $ 9.15 $ 9.14 -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,274 2,109 98 344 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.90 $ 10.86 $ 11.42 $ 9.61 -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,535 1,382 522 211 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.04 $ 6.47 $ 10.97 $ 5.70 -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,043 2,958 962 203 -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-5 The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.60%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - --------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------ 2006 2005 2004 2003 - --------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - --------------------------------------------------------------------------------------------------------------- Unit value $ 14.45 $ 12.46 $ 11.72 $ 10.66 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 32,813 12,508 4,674 195 - --------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - --------------------------------------------------------------------------------------------------------------- Unit value $ 11.33 $ 10.83 $ 10.75 $ 10.31 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,935 3,738 1,736 116 - --------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - --------------------------------------------------------------------------------------------------------------- Unit value $ 11.98 $ 11.20 $ 11.03 $ 10.41 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 16,150 9,271 3,928 215 - --------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - --------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.58 $ 11.24 $ 10.51 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 83,885 52,197 21,440 970 - --------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - --------------------------------------------------------------------------------------------------------------- Unit value $ 13.84 $ 12.29 $ 11.72 $ 10.67 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 151,231 69,680 21,528 560 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - --------------------------------------------------------------------------------------------------------------- Unit value $ 12.93 $ 12.51 $ 11.75 $ 10.66 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 976 442 210 15 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - --------------------------------------------------------------------------------------------------------------- Unit value $ 10.61 $ 10.39 $ 10.38 $ 10.16 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,315 4,566 2,210 301 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - --------------------------------------------------------------------------------------------------------------- Unit value $ 12.70 $ 12.28 $ 11.67 $ 10.59 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,143 1,765 716 86 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - --------------------------------------------------------------------------------------------------------------- Unit value $ 12.40 $ 11.47 $ 11.32 $ 10.59 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,956 5,292 3,135 282 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - --------------------------------------------------------------------------------------------------------------- Unit value $ 18.23 $ 14.79 $ 13.02 $ 11.23 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,220 2,536 1,127 65 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - --------------------------------------------------------------------------------------------------------------- Unit value $ 13.38 $ 11.98 $ 11.41 $ 10.58 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,487 1,016 456 20 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - --------------------------------------------------------------------------------------------------------------- Unit value $ 11.42 $ 11.59 $ 10.97 $ 10.45 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,137 2,204 1,141 59 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - --------------------------------------------------------------------------------------------------------------- Unit value $ 15.40 $ 13.12 $ 12.46 $ 11.07 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,165 3,109 1,455 59 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - --------------------------------------------------------------------------------------------------------------- Unit value $ 13.30 $ 12.33 $ 11.57 $ 10.53 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,570 2,515 1,381 97 - --------------------------------------------------------------------------------------------------------------- A-6 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - --------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - --------------------------------------------------------------------------------------------------------------- Unit value $ 14.83 $ 13.15 $ 12.45 $ 10.99 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,627 2,566 1,506 103 - --------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - --------------------------------------------------------------------------------------------------------------- Unit value $ 12.29 $ 11.65 $ 10.64 $ 10.31 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,164 1,431 675 35 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - --------------------------------------------------------------------------------------------------------------- Unit value $ 13.60 $ 12.58 $ 12.26 $ 10.92 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,207 5,402 2,957 158 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - --------------------------------------------------------------------------------------------------------------- Unit value $ 14.60 $ 12.53 $ 12.07 $ 10.92 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,884 4,328 2,227 127 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - --------------------------------------------------------------------------------------------------------------- Unit value $ 10.22 $ 10.07 $ 10.12 $ 10.09 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,691 1,398 905 69 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - --------------------------------------------------------------------------------------------------------------- Unit value $ 17.91 $ 14.74 $ 13.00 $ 11.19 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,675 3,716 1,270 66 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - --------------------------------------------------------------------------------------------------------------- Unit value $ 12.19 $ 12.46 $ 11.02 $ 10.34 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,506 1,386 595 44 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - --------------------------------------------------------------------------------------------------------------- Unit value $ 10.66 $ 10.44 $ 10.40 $ 10.20 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,340 2,303 1,119 95 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - --------------------------------------------------------------------------------------------------------------- Unit value $ 14.18 $ 13.22 $ 12.06 $ 10.75 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,926 1,783 913 81 - --------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - --------------------------------------------------------------------------------------------------------------- Unit value $ 15.10 $ 12.65 $ 12.20 $ 10.93 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,100 9,522 5,080 310 - --------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - --------------------------------------------------------------------------------------------------------------- Unit value $ 11.32 $ 10.35 -- -- - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 907 118 -- -- - --------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - --------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 $ 10.95 $ 10.35 $ 10.16 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,611 2,568 878 43 - --------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - --------------------------------------------------------------------------------------------------------------- Unit value $ 6.61 $ 5.80 $ 5.55 -- - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,814 3,177 208 -- - --------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - --------------------------------------------------------------------------------------------------------------- Unit value $ 11.83 $ 11.43 $ 10.68 $ 10.49 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 894 571 194 5 - --------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - --------------------------------------------------------------------------------------------------------------- Unit value $ 11.80 $ 11.17 $ 10.80 $ 10.41 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,225 2,419 273 15 - --------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - --------------------------------------------------------------------------------------------------------------- Unit value $ 16.87 $ 14.38 $ 12.48 $ 11.17 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,624 7,243 3,564 178 - --------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - --------------------------------------------------------------------------------------------------------------- Unit value $ 13.44 $ 12.20 $ 11.69 $ 10.72 - --------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,674 4,879 2,900 86 - --------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-7 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending ------------------------------------------------- 2006 2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.07 $ 12.09 $ 11.60 $ 10.79 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,590 7,725 4,402 275 - ----------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.02 $ 10.38 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,957 563 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,788 -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.56 $ 11.98 $ 11.67 $ 10.76 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,866 7,495 4,181 204 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.91 $ 9.74 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,013 172 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.98 $ 11.50 $ 11.25 $ 10.69 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,979 1,528 1,146 126 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.84 $ 13.53 $ 12.93 $ 11.33 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,706 5,920 3,260 291 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.51 $ 14.02 $ 12.80 $ 11.04 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,490 4,526 2,213 149 - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,992 -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 384 -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.57 $ 10.48 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,759 442 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 26.00 $ 22.24 $ 21.68 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,796 802 76 -- - ----------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.18 $ 11.48 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,674 373 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.12 $ 12.18 $ 11.54 $ 10.46 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,717 1,201 449 46 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.74 $ 10.50 $ 10.44 $ 10.20 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,680 7,995 3,501 284 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.47 $ 12.22 $ 11.96 $ 10.97 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,769 1,018 473 42 - ----------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.17 $ 10.63 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,957 563 -- -- - ----------------------------------------------------------------------------------------------------------------- A-8 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - --------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.99 $ 9.98 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 878 743 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.19 $ 10.58 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,163 874 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.68 $ 10.54 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,248 527 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.30 $ 11.13 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,585 2,163 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.45 $ 12.51 $ 11.49 $ 10.57 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 20,022 11,881 5,249 435 - --------------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.30 $ 12.02 $ 11.87 $ 10.92 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,785 4,888 3,020 210 - --------------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.89 $ 14.47 $ 13.27 $ 11.09 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,223 4,026 1,161 30 - --------------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.89 $ 12.16 $ 11.34 $ 10.24 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,215 705 369 29 - --------------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.56 $ 12.21 $ 11.58 $ 10.57 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,455 1,271 643 69 - --------------------------------------------------------------------------------------------------------------------------- EQ/Money Market - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.24 $ 9.97 $ 9.87 $ 9.96 - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,632 2,041 1,005 42 - --------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 4.79 $ 4.51 $ 4.35 -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,430 883 38 -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,470 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.08 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 367 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 133 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 182 -- -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.79 $ 9.91 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,303 3,300 -- -- - --------------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.18 $ 9.96 -- -- - --------------------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,594 402 -- -- - --------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-9 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------- For the years ending --------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------- Unit value $ 14.80 $ 12.96 $ 12.59 $ 10.93 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,719 5,307 2,979 191 - ------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------- Unit value $ 8.58 $ 7.91 $ 7.49 -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,530 1,416 31 -- - ------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------- Unit value $ 14.72 $ 12.72 $ 12.40 $ 10.71 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,061 2,210 1,215 79 - ------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------- Unit value $ 15.61 $ 16.53 $ 16.17 -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 907 526 22 -- - ------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------- Unit value $ 10.75 -- -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,001 -- -- -- - ------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------- Unit value $ 6.10 $ 5.43 $ 5.07 -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,346 952 71 -- - ------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------- Unit value $ 11.86 $ 10.41 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,856 2,852 -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------- Unit value $ 24.59 $ 18.24 $ 13.97 $ 11.48 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,050 3,408 1,047 46 - ------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------- Unit value $ 13.27 $ 12.35 -- -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,350 533 -- -- - ------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------- Unit value $ 14.13 $ 11.81 $ 11.36 -- - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,072 137 6 -- - ------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------- Unit value $ 22.87 $ 16.89 $ 14.71 $ 10.99 - ------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,729 2,639 1,107 41 - ------------------------------------------------------------------------------------------------------------- A-10 Appendix I: Condensed financial information Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) Elite(SM) QP contract should discuss with their tax advisers whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the guaranteed minimum income benefit, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Elite(SM) QP contract or another annuity contracts. Therefore, you should purchase an Accumulator(R) Elite(SM) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This may increase the amounts required to be distributed from the contract; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. Appendix II: Purchase considerations for QP contracts B-1 Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - ------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 ----------------------- 5.00% 9.00% - ------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - ------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - ------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - ------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - ------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - ------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 -------------- = ------------------ where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 -------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) C-1 Appendix III: Market value adjustment example Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/Alliance Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options or the Special 10 year fixed maturity option), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an annuitant age 45 would be calculated as follows: - ----------------------------------------------------------------------------- End of 6% Roll-Up to age 85 Annual ratchet to age 85 contract enhanced enhanced year Account value death benefit(1) death benefit - ----------------------------------------------------------------------------- 1 $105,000 $ 106,000(1) $ 105,000(3) - ----------------------------------------------------------------------------- 2 $115,500 $ 112,360(2) $ 115,500(3) - ----------------------------------------------------------------------------- 3 $129,360 $ 119,102(2) $ 129,360(3) - ----------------------------------------------------------------------------- 4 $103,488 $ 126,248(1) $ 129,360(4) - ----------------------------------------------------------------------------- 5 $113,837 $ 133,823(1) $ 129,360(4) - ----------------------------------------------------------------------------- 6 $127,497 $ 141,852(1) $ 129,360(4) - ----------------------------------------------------------------------------- 7 $127,497 $ 150,363(1) $ 129,360(4) - ----------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. 6% ROLL-UP TO AGE 85 (1) At the end of contract year 1, and again at the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. (2) At the end of contract years 2 and 3, the death benefit will be the current account value since it is higher than the current enhanced death benefit. ANNUAL RATCHET TO AGE 85 (3) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (4) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual ratchet to age 85 or the current account value.* * At the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. At the end of contract years 1 through 3, the death benefit will be the current account value. Appendix IV: Enhanced death benefit example D-1 Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit, the Protection Plus(SM) benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Elite(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying portfolios (as described below), the corresponding net annual rates of return would be (2.96)% and 3.04% for the Accumulator(R) Elite(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, Protection Plus(SM) benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 and the Annual Ratchet to age 85" Guaranteed minimum death benefit charge, the Protection Plus(SM) benefit charge and the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios, as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. E-1 Appendix V: Hypothetical illustrations Variable deferred annuity Accumulator(R) Elite(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up or the Annual Ratchet to age 85 Guaranteed minimum death benefit Protection Plus Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 or the Annual Lifetime Annual Ratchet Guaranteed Minimum Income Benefit to age 85 ------------------------------------ Guaranteed Total Death Benefit Minimum Death with Protection Guaranteed Hypothetical Account Value Cash Value Benefit Plus Income Income Contract ------------------ ----------------- ------------------- ----------------- ----------------- ------------------ Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ---- -------- -------- ------- ------- ------- -------- --------- --------- ------- -------- ------- -------- -------- 60 1 100,000 100,000 92,000 92,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,375 101,354 88,375 94,354 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 90,824 102,666 84,824 96,666 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 86,338 103,928 81,338 98,928 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 81,911 105,134 81,911 105,134 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 77,536 106,278 77,536 106,278 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 73,204 107,353 73,204 107,353 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 68,909 108,349 68,909 108,349 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 64,643 109,260 64,643 109,260 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 60,398 110,076 60,398 110,076 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 39,151 112,361 39,151 112,361 226,090 226,090 276,527 276,527 14,266 14,266 14,266 14,266 79 20 17,094 110,481 17,094 110,481 302,560 302,560 383,584 383,584 20,393 20,393 20,393 20,393 84 25 0 102,327 0 102,327 0 404,893 0 493,179 0 34,821 0 34,821 89 30 0 100,105 0 100,105 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 100,670 0 100,670 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 100,792 0 100,792 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix V: Hypothetical illustrations E-2 Appendix VI: Guaranteed principal benefit example - -------------------------------------------------------------------------------- For purposes of these examples, we assume that there is an initial contribution of $100,000, made to the contract on February 15, 2007. We also assume that no additional contributions, no transfers among options and no withdrawals from the contract are made. For GPB Option 1, the example also assumes that a 10 year fixed maturity option is chosen. The hypothetical gross rates of return with respect to amounts allocated to the variable investment options are 0%, 6% and 10%. The numbers below reflect the deduction of all applicable separate account and contract charges and also reflect the charge for GPB Option 2. Also, for any given performance of your variable investment options, GPB Option 1 produces higher account values than GPB Option 2 unless investment performance has been significantly positive. The examples should not be considered a representation of past or future expenses. Similarly, the annual rates of return assumed in the example are not an estimate or guarantee of future investment performance. Assuming 100% in variable Assuming 100% Under GPB Under GPB investment in FMO Option 1 Option 2 options - ---------------------------------------------------------------------------------------------------------- Amount allocated to FMO on February 15, 2007 based upon a 3.89% rate to maturity 100,000 68,250 40,000 -- - ---------------------------------------------------------------------------------------------------------- Initial account value allocated to the variable investment options on February 15, 2007 0 31,750 60,000 100,000 - ---------------------------------------------------------------------------------------------------------- Account value in the fixed maturity option on February 15, 2017 146,512 100,000 58,605 0 - ---------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 0% gross rate of return) 146,512 123,510 100,000* 74,047 - ---------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 6% gross rate of return) 146,512 142,835 132,834** 134,914 - ---------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 10% gross rate of return) 146,512 162,691 168,000** 197,452 - ---------------------------------------------------------------------------------------------------------- * Since the annuity account value is less than the alternate benefit under GPB Option 2, the annuity account value is adjusted upward to the guaranteed amount or an increase of $3,150 in this example ** Since the annuity account value is greater than the alternate benefit under GPB Option 2, GPB Option 2 will not affect the annuity account value. F-1 Appendix VI: Guaranteed principal benefit example Appendix VII: Protection Plus(SM) example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes Protection Plus for an annuitant age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. If you purchased your contract after approximately September 2003, the example shown in the second and third columns apply. For all other contract owners, the example in the last two columns apply. The calculation is as follows: $ 3000 $ 6000 withdrawal - withdrawal - No $3000 $6000 Pro rata Pro rata Withdrawal withdrawal withdrawal Treatment Treatment --------------------------------------------------------------------------------------------------------------------------------- A Initial Contribution 100,000 100,000 100,000 100,000 100,000 --------------------------------------------------------------------------------------------------------------------------------- B Death Benefit: prior to withdrawal.* 104,000 104,000 104,000 104,000 104,000 --------------------------------------------------------------------------------------------------------------------------------- Protection Plus Earnings: Death Benefit less net C contributions (prior to the withdrawal in D). B minus A. 4,000 4,000 4,000 N/A N/A --------------------------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 3,000 6,000 --------------------------------------------------------------------------------------------------------------------------------- Withdrawal % as a % of AV (assuming Death E Benefit = AV) 0.00% N/A N/A 2.88% 5.77% greater of D divided by B --------------------------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Protection Plus 0 0 2,000 N/A N/A F earnings greater of D minus C or zero --------------------------------------------------------------------------------------------------------------------------------- Net Contributions (adjusted for the withdrawal in D) 100,000 100,000 98,000 97,115 94,231 G A reduced for E or F --------------------------------------------------------------------------------------------------------------------------------- Death Benefit (adjusted for the withdrawal in D) 104,000 101,000 98,000 101,000 98,000 H B minus D --------------------------------------------------------------------------------------------------------------------------------- Death Benefit less Net Contributions 4,000 1,000 0 3,885 3,769 I H minus G --------------------------------------------------------------------------------------------------------------------------------- J Protection Plus Factor 40% 40% 40% 40% 40% --------------------------------------------------------------------------------------------------------------------------------- Protection Plus Benefit K I times J 1,600 400 0 1,554 1,508 --------------------------------------------------------------------------------------------------------------------------------- Death Benefit: Including Protection Plus L H plus K 105,600 101,400 98,000 102,554 99,508 --------------------------------------------------------------------------------------------------------------------------------- * The Death Benefit is the greater of the Account Value or any applicable death benefit Appendix VII: Protection Plus(SM) example G-1 Appendix VIII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Elite(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. Please note that this may not be a complete list and the availability of features and benefits are subject to state approval and approval may be pending in your state. Additionally, certain features and/or benefits may have been approved in your state after your contract was issued and can not be added. Please contact your financial professional for more information about availability in your state. See also the "Contract Variations" appendix later in this Prospectus for information about the availability of certain features and their charges, if applicable, under your contract. STATES WHERE CERTAIN ACCUMULATOR(R) ELITE(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to If you reside in the state of California and you are age 60 cancel within a certain number of days" and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the money market account (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a transfer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If you allo- cate any portion of your initial contribution to the variable investment options (other than the money market account) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information - ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS See "Selecting an annuity payout option" under "Your Annuity payments may be elected twelve months from the con- annuity payout options" in "Accessing your money" tract date. - ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND Fixed maturity options Not Available Guaranteed principal benefit option1 and Guaranteed Not Available principal benefit option 2 - ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS Automatic investment program Not Available Annual administrative charge The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. See "How you can purchase and contribute to your Additional contributions are limited to the first two years contract" in "Contract features and benefits" after the contract issue date only. See "Disability, terminal illness or confinement to This section is deleted in its entirety. nursing home" under "Withdrawal charge" in "Charges and expenses" - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK Greater of the 6% Roll-Up or Annual Ratchet Guaran- Not Available (you have a choice of the standard death teed minimum death benefit benefit or the Annual Ratchet to age 85 guaranteed minimum death benefit), as described earlier in this Prospectus. Guaranteed minimum death benefit/guaranteed mini- Not Available mum income benefit roll-up benefit base reset - ------------------------------------------------------------------------------------------------------------------------------------ H-1 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK, Guaranteed minimum income benefit no lapse Not Available CONTINUED guarantee Principal Protector(SM) Not Available Protection Plus(SM) Not Available See "Insufficient account value" in "Determining your If your account value in the variable investment options and contract's value" the fixed maturity options is insufficient to pay the annual adminis- trative charge, or either enhanced death benefit charge, and you have no account value in the guaranteed interest option, your contract will terminate without value, and you will lose any appli- cable benefits. See "Charges and expenses" earlier in this Prospectus. See "The amount applied to purchase an annuity For fixed annuity period certain payout options only, the payout option" in "Accessing your money" amount applied to the annuity benefit is the greater of the cash value or 95% of what the account value would be if no withdrawal charge applied. The income provided, however, will never be less than what would be provided by applying the account value to the guaranteed annuity purchase factors. See "Annuity maturity date" in "accessing your The maturity date by which you must take a lump sum with- money" drawal or select an annuity payout option is as follows: Maximum Issue age Annuitization age --------- ----------------- 0-80 90 81 91 82 92 83 93 84 94 85 95 Please see this section earlier in this Prospectus for more information. See "Charges and expenses" With regard to the Annual administrative, either enhanced death benefit, Guaranteed principal benefit option 2 and Guaranteed minimum income benefit charges, respectively, we will deduct the related charge, as follows for each: we will deduct the charge from your value in the variable investment options on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging (not available if the Guaranteed principal benefit option is elected). If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). Deductions from the fixed maturity options (including the Special 10 year fixed maturity option) cannot cause the credited net interest for the contract year to fall below 1.5%. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VIII: State contract availability and/or variations of certain features and benefits H-2 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK, With regard to the Annual administrative, and either enhanced CONTINUED death benefit and the Guaranteed minimum income benefit charges only, if your account value in the variable investment options and the fixed maturity options is insufficient to pay the applicable charge, and you have no account value in the guaran- teed interest option, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. Fixed maturity options -- withdrawal charges The withdrawal charge that applies to withdrawals takenfrom amounts in the fixed maturity options will never exceed 7% and will be determined by applying the New York Alternate Scale I shown below. If you withdraw amounts that have been trans- ferred from one fixed maturity option to another, we use the New York Alternate Scale II (also shown below) if it produces a higher charge than Alternate Scale I. The withdrawal charge may not exceed the withdrawal charge that would normally apply to the contract. If a contribution has been in the contract for more than 4 years and therefore would have no withdrawal charge, no withdrawal charge will apply. Use of a New York Alternate Scale can only result in a lower charge. We will compare the result of applying Alternate Scale I or II, as the case may be, to the result of applying the normal withdrawal charge, and will charge the lower withdrawal charge. ------------------------------------------------------------------ Fixed maturity options -- withdrawal charges NY Alternate Scale I NY Alternate Scale II (continued) Year of investment in fixed Year of transfer within fixed maturity option* maturity option* ------------------------------------------------------------------ Within year 1 7% Within year 1 5% ------------------------------------------------------------------ 2 6% 2 4% ------------------------------------------------------------------ 3 5% 3 3% ------------------------------------------------------------------ 4 4% 4 2% ------------------------------------------------------------------ After year 5 0% After year 5 0% ------------------------------------------------------------------ Not to exceed 1% times the number of years remaining in the fixed maturity option, rounded to the higher number of years. In other words, if 4.3 years remain, it would be a 5% charge. * Measured from the contract date anniversary prior to the date of the contribution or transfer. If you take a withdrawal from an investment option other than the fixed maturity options, the amount available for withdrawal without a withdrawal charge is reduced. It will be reduced by the amount of the contribution in the fixed maturity options to which no withdrawal charge applies. You should consider that on the maturity date of a fixed maturity option if we have not received your instructions for allocation of your maturity value, we will transfer your maturity value to the fixed maturity option with the shortest available maturity. If we are not offering other fixed maturity options, we will transfer your maturity value to the EQ/Money Market option. - ------------------------------------------------------------------------------------------------------------------------------------ H-3 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK, The potential for lower withdrawal charges for withdrawals from the fixed maturity options and the potential for a lower "free withdrawal amount" than what would normally apply, should be taken into account when deciding whether to allocate amounts to, or transfer amounts to or from, the fixed maturity options. - ------------------------------------------------------------------------------------------------------------------------------------ OREGON Fixed maturity options Not Available Guaranteed principal benefit option 1 and Guaranteed Not Available principal benefit option 2 See "How you can purchase and contribute to your o Subsequent contributions are not permitted. This is a contract" in "Contract features and benefits" single premium product. o Section 1035 exchanges, rollovers, multiple assignments and/or transfers are permitted provided that all documenta tion is complete and received with the application. See "Lifetime required minimum distribution with- We generally will not impose a withdrawal charge on minimum drawals" in "Accessing your money" distribution withdrawals even if your are not enrolled in our automatic RMD service except if, when added to a lump sum withdrawal previously taken in the same contract year, the minimum distribution withdrawals exceed the 10% free withdrawal amount. In order to avoid a withdrawal charge in connection with minimum distribution withdrawals outside of our automatic RMD service, you must notify us using our request form. Such minimum distribution withdrawals must be based solely on your contract's account value. See "Selecting an annuity payout option" in "Access- The annuity commencement date may not be earlier than four ing your money" years from the contract issue date. See "Disability, terminal illness, or confinement to Item (i) is deleted in its entirety. nursing home" under "Withdrawal charge" in "Charges and expenses" Automatic Investment Program Not Available See "Special dollar cost averaging program" in "Con- The special dollar cost averaging program may only be tract Features and Benefits" selected at the time of application. See "We require that the following types of communi- The following is added: cations be on specific forms we provide for that (20) requests for required minimum distributions, other purpose:" in "Who is AXA Equitable?" than pursuant to our automatic RMD service. - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA Contribution age limitations The following contribution limits apply: Maximum Issue age contribution age --------- ---------------- 0-75 82 76 83 77 84 78-80 85 81-85 87 Special dollar cost averaging program In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VIII: State contract availability and/or variations of certain features and benefits H-4 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA, See "Annuity maturity date" in "Accessing your The maturity date by which you must take a lump sum with- CONTINUED money" drawal or select an annuity payout option is as follows: Maximum Issue age annuitization age --------- ----------------- 0-75 85 76 86 77 87 78-80 88 81-85 90 Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA Not Available contracts Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Annual administrative charge" in "Charges and The annual administrative charge will not be deducted from expenses" amounts allocated to the Guaranteed interest option. - ------------------------------------------------------------------------------------------------------------------------------------ UTAH See " Transfer of ownership, collateral assignments, The second paragraph in this loans and borrowing" in "More information" section is deleted. - ------------------------------------------------------------------------------------------------------------------------------------ VERMONT Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option (for contracts issued from Not Available approximately December 2004 to December 2006) Investment simplifier -- Fixed-dollar option Not Available and Interest sweep option Fixed maturity options Not Available Guaranteed Principal Benefit Options 1 and 2 Not Available Income Manager(SM) payout option Not Available Protection Plus(SM) Not Available Special dollar cost averaging program (for contracts o Available only at issue. issued from approximately December 2004 to Decem- ber 2006) o Subsequent contributions cannot be used to elect new programs. You may make subsequent contributions to the initial programs while they are still running. See "Guaranteed minimum death benefit" (SM) in "Con- You have a choice of the standard death benefit, the Annual tract features and benefits" Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted from the expenses" value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" The 10% free withdrawal amount applies to full surrenders. - ------------------------------------------------------------------------------------------------------------------------------------ H-5 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON, See "Withdrawal charge" in "Charges and expenses" The annuitant has qualified to CONTINUED under "Disability, terminal illness, or confinement to receive Social Security disability nursing home" benefits as certified by the Social Security Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total disability for at least 6 continuous months prior to the notice of claim. Such dis- ability must be re-certified every 12 months. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VIII: State contract availability and/or variations of certain features and benefits H-6 Appendix IX: Contract variations - -------------------------------------------------------------------------------- You may be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that your contract's options, features and charges may vary from what is described in this Prospectus depending on the approximate date on which you purchased your contract. You may not change your contract or its features after issue. This Appendix reflects contract variations that differ from what is described in this Prospectus but may have been in effect at the time your contract was issued. If you purchased your contract during the "Approximate Time Period" below, the noted variation may apply to you. In addition, options and/or features may vary among states in light of applicable regulations or state approvals. Any such state variations are generally not included here but instead included in Appendix VIII earlier in this section. For more information about state variations applicable to you, as well as particular features, charges and options available under your contract based upon when you purchased it, please contact your financial professional and/or refer to your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Approximate Time Period Feature/Benefit Variation - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - November 2002 Inherited IRA beneficiary Continuation Unavailable -- accordingly, all references in contract this Prospectus to "Inherited IRA beneficiary Continuation contract" are deleted in their entirety - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - February 2003 Guaranteed minimum income benefit The fee for this benefit is 0.45% Annual Ratchet to age 85 The fee for this benefit is 0.20% 6% Roll-Up to age 85 The fee for this benefit is 0.35% The Greater of 6% Roll-Up to age 85 of the The fee for this benefit is 0.45% Annual Ratchet to age 85 - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - July 2003 See "Transferring your account value" in The fifth bullet is deleted in its entirety. "Transferring your money among investment options" - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - September 2003 The guaranteed principal benefits GPB 2 -- unavailable GPB 1 known as Principal assurance GPB 1 available with both systematic and substantially equal withdrawals GPB 1 available with the Guaranteed minimum income benefit. Spousal protection Unavailable -- accordingly, all references in this Prospectus to "Spousal protection" are deleted in their entirety Maximum contributions The maximum contributions permitted under all Accumulator series contracts with the same owner or annuitant is $1,500,000. Guaranteed minimum death benefit maximum 84 (not including QP contracts) issue age Protection Plus The maximum issue age for this benefit was 79. For issue ages 71-79, the applicable death benefit will be multiplied by 25% In calculating the death benefit, contributions are decreased for withdrawals on a pro rata basis - ------------------------------------------------------------------------------------------------------------------------------------ I-1 Appendix IX: Contract variations - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - September 2003 Guaranteed option charges If the contract is surrendered or annuitized or continued the a death benefit is paid on a date other than the contract date anniversary, we will not deduct a pro rata portion of the charge for any applicable benefit Withdrawals treated as surrenders We will not treat a withdrawal that results in a cash value of less than $500 as a request for a surrender. We will not terminate your contract if you do not make contributions for three contract years. Guaranteed minimum income benefit option Subject to state availability, this option guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or an Income Manager level payment life with a period certain payout option Known as the Living Benefit. Annuitant issue age Ages 86-90. For contracts with an annuitant who was age 86-90 at issue, the following apply: (1) standard death benefit only was available, and (2) no withdrawal charge applies. Systematic withdrawals Your systematic withdrawal may not exceed 1.20% (monthly), 3.60% (quarterly) or 15% (annually) of account value - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - July 2004 Principal Protector(SM) benefit Unavailable -- accordingly, all references in this Prospectus to "Principal Protector" are deleted in their entirety. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - December 2004 Termination of guaranteed benefits Your guaranteed benefits will not automatically terminate if you change ownership of your NQ contract. Ownership Transfer of NQ If you transfer ownership of your NQ contract, your guaranteed benefit options will not be automatically terminated - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - January 2005 No lapse guarantee Unavailable. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - October 2005 Roll-Up benefit base reset Unavailable. - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - current Guaranteed interest option Your lifetime minimum interest rate is either 1.5%, 2.25% or 3.0% (depending on the state and time where your contract was issued). - ------------------------------------------------------------------------------------------------------------------------------------ April 2002 - July 2003 Guaranteed interest option No limitations regarding allocations or transfers into the guaranteed interest account. - ------------------------------------------------------------------------------------------------------------------------------------ March 2003 - September 2003 Annual Ratchet to age 85 The fee for this benefit is 0.30% 6% Roll-Up to age 85 The fee for this benefit is 0.45% Guaranteed minimum income benefit The fee for this benefit is 0.60% - ------------------------------------------------------------------------------------------------------------------------------------ Appendix IX: Contract variations I-2 - ------------------------------------------------------------------------------------------------------------------------------------ September 2003 - January 2004 Guaranteed minimum income benefit and Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit: o Benefit base crediting rate The effective annual interest credited to the applicable benefit base is 5%.* Accordingly, all references in this Prospectus to the "6% Roll-Up benefit base" are deleted in their entirety and replaced with "5% Roll-Up benefit base." o Fee table Greater of 5% Roll-up to age 85 or the Annual Ratchet to age 85 enhanced death benefitcharge: 0.50%* Guaranteed minimum income benefit charge: 0.55% Effect of withdrawals on your Greater of Withdrawals will reduce each of the benefit bases on the 5% Roll-Up to age 85 or the Annual on a pro rata basis only. Ratchet to age 85 enhanced death benefit - ------------------------------------------------------------------------------------------------------------------------------------ September 2003 - How withdrawals affect your Guaranteed In calculating whether your withdrawal will reduce your February 2004 (for the minimum income benefit and Greater of the the Roll-Up benefit base portion of your Guaranteed Guaranteed minimum income 5% Roll-up to age 85 or the Annual Ratchet minimum income benefit base on a pro rata or dollar-for- benefit) and January 2004 - to age 85 enhanced death benefit. dollar basis, withdrawal charges will be included in the February 2005 (for the withdrawal amount. greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced benefit:) - ------------------------------------------------------------------------------------------------------------------------------------ January 2004 - present Greater of the 5% Roll-Up to age 85 or the Unavailable - accordingly all references to this feature Annual Ratchet to age 85 enhanced death are deleted in their entirety. - ------------------------------------------------------------------------------------------------------------------------------------ * Contract owners who elected the Guaranteed minimum income benefit and/or the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit had a limited opportunity to change to the new versions of these benefits, as they are described in "Contract features and benefits" and "Accessing your money," earlier in this Prospectus. I-3 Appendix IX: Contract variations Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Elite(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Elite(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) Elite(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip Elite '02, '04, '06, Jumpstart '07 and '07 Series X01481 Accumulator(R) Elite(SM) A combination variable and fixed deferred annuity contract PROSPECTUS MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) ELITE(SM)? Accumulator(R) Elite(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity option and the account for special dollar cost averaging, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $10,000 is required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01469/Elite '06 Series (R-4/15) Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) ELITE(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Elite(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 15 Condensed financial information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 23 How you can make your contributions 23 What are your investment options under the contract? 23 Portfolios of the Trusts 25 Allocating your contributions 31 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 33 Annuity purchase factors 34 Guaranteed minimum income benefit option 34 Guaranteed minimum death benefit 37 Guaranteed withdrawal benefit for life ("GWBL") 38 Principal guarantee benefits 42 Inherited IRA beneficiary continuation contract 42 Your right to cancel within a certain number of days 43 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 45 - -------------------------------------------------------------------------------- Your account value and cash value 45 Your contract's value in the variable investment options 45 Your contract's value in the guaranteed interest option 45 Your contract's value in the fixed maturity options 45 Your contract's value in the account for special dollar cost averaging 45 Insufficient account value 45 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 47 - -------------------------------------------------------------------------------- Transferring your account value 47 Disruptive transfer activity 47 Rebalancing your account value 48 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 50 - -------------------------------------------------------------------------------- Withdrawing your account value 50 How withdrawals are taken from your account value 52 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 52 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 52 Withdrawals treated as surrenders 53 Loans under Rollover TSA contracts 53 Surrendering your contract to receive its cash value 54 When to expect payments 54 Your annuity payout options 54 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 57 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 57 Charges that the Trusts deduct 60 Group or sponsored arrangements 60 Other distribution arrangements 61 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 62 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 62 Beneficiary continuation option 64 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 66 - -------------------------------------------------------------------------------- Overview 66 Buying a contract to fund a retirement arrangement 66 Transfers among investment options 66 Taxation of nonqualified annuities 66 Individual retirement arrangements (IRAs) 68 Tax-Sheltered Annuity contracts (TSAs) 78 Federal and state income tax withholding and information reporting 82 Special rules for contracts funding qualified plans 83 Impact on taxes to AXA Equitable 83 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 84 - -------------------------------------------------------------------------------- About our Separate Account No. 49 84 About the Trusts 84 About our fixed maturity options 84 About the general account 85 About other methods of payment 86 Dates and prices at which contract events occur 86 About your voting rights 87 About legal proceedings 87 Financial statements 87 Transfers of ownership, collateral assignments, loans and borrowing 87 About Custodial IRAs 88 Distribution of the contracts 88 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 90 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 6% Roll-Up to age 85 33 account value 45 administrative charge 57 annual administrative charge 57 Annual Ratchet 40 Annual Ratchet to age 85 enhanced death benefit 33 annuitant 20 annuitization 54 annuity maturity date 56 annuity payout options 54 annuity purchase factors 34 automatic investment program 86 AXA Allocation portfolios cover beneficiary 62 Beneficiary continuation option ("BCO") 64 benefit base 39 business day 86 cash value 45 charges for state premium and other applicable taxes 60 contract date 23 contract date anniversary 23 contract year 23 contributions to Roth IRAs 75 regular contributions 75 rollovers and direct transfers 75 conversion contributions 76 contributions to traditional IRAs 69 regular contributions 69 rollovers and transfers 71 disability, terminal illness or confinement to nursing home 58 disruptive transfer activity 47 distribution charge 57 Earnings enhancement benefit 37 Earnings enhancement benefit charge 59 EQAccess 7 ERISA 53 fixed-dollar option 32 fixed maturity options 30 free look 43 free withdrawal amount 58 general account 85 general dollar cost averaging 32 guaranteed interest option 30 Guaranteed minimum death benefit 37 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 34 Guaranteed minimum income benefit 34 Guaranteed minimum income benefit charge 59 Guaranteed minimum income benefit "no lapse guarantee" 35 Guaranteed withdrawal benefit for life 38 Guaranteed withdrawal benefit for life charge 38 Inherited IRA cover investment options cover Investment simplifier 32 IRA cover IRS 66 lifetime required minimum distribution withdrawals 51 loan reserve account 53 loans under rollover TSA 53 market adjusted amount 30 market timing 47 market value adjustment 30 maturity dates 30 maturity value 30 Mortality and expense risks charge 57 NQ cover partial withdrawals 50 permitted variable investment options 23 portfolio cover Principal guarantee benefits 42 processing office 7 QP cover rate to maturity 30 Rebalancing 33 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 31 Separate Account No. 49 84 special dollar cost averaging 31 Spousal continuation 63 standard death benefit 33 substantially equal withdrawals 51 systematic withdrawals 51 TOPS 7 TSA cover traditional IRA cover Trusts 84 unit 45 variable investment options 23 wire transmittals and electronic applications 86 withdrawal charge 58 4 Index of key words and phrases To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Your financial professional can provide further explanation about your contract or supplemental materials. - ------------------------------------------------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - ------------------------------------------------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal Guaranteed withdrawal benefit for life Annual withdrawal amount amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - ------------------------------------------------------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) c/o JPMorgan Chase - Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - ------------------------------------------------------------------------------- Accumulator(R) Elite(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Elite(SM) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator(R) Elite(SM)'s variable investment options invest in different portfolios managed by management professional management investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Account for special dollar Available for dollar cost averaging all or a portion of any eligible contribution to your contract. cost averaging - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA) or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during your life once income benefit you elect to income benefit annuitize the contract. - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed withdrawal The Guaranteed withdrawal benefit for life option ("GWBL") guarantees that you can take benefit for life withdrawals up to a benefit for life maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ----------------------------------------------------------------------------------------------------------------------------------- Contribution amounts o Initial minimum: $10,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $1,000 (Inherited IRA contracts) $50 (IRA contracts) Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ----------------------------------------------------------------------------------------------------------------------------------- Accumulator(R) Elite(SM) at a glance -- key features 9 - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ----------------------------------------------------------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ----------------------------------------------------------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness, confinement to a nursing home and certain other withdrawals o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset - ----------------------------------------------------------------------------------------------------------------------------------- Fees and charges Please see "Fee table" later in this section for complete details. - ----------------------------------------------------------------------------------------------------------------------------------- Owner and annuitant issue NQ: 0-85 ages Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 Inherited IRA: 0-70 QP: 20-75 - ----------------------------------------------------------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. Other contracts We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Some selling broker-dealers may limit their clients from purchasing optional benefits based upon the client's age. 10 Accumulator(R) Elite(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - -------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - -------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 8.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - -------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - ------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversary - -------------------------------------------------------------------------------- Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10% Administrative 0.30% Distribution 0.25% ---- Total Separate account annual expenses 1.65% - -------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - -------------------------------------------------------------------------------- Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% GWBL Enhanced death benefit 0.30% - -------------------------------------------------------------------------------- Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anni- versary for which the benefit is in effect.) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - -------------------------------------------------------------------------------- Guaranteed minimum income benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.65% - -------------------------------------------------------------------------------- Earnings enhancement benefit charge (calculated as a percent- age of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.35% - -------------------------------------------------------------------------------- Fee table 11 - ----------------------------------------------------------------------------------------------------------------------------------- Guaranteed withdrawal benefit for life benefit charge(2) (cal- 0.60% for the Single Life option culated as a percentage of the GWBL benefit base. Deducted annually 0.75% for the Joint Life option on each contract date anniversary.) If your GWBL benefit base ratchets, we reserve the right to increase 0.75% for the Single Life option your charge up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge - Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(4) - ----------------------------------------------------------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ----------------------------------------------------------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets - ----------------------------------------------------------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Fees and Total Fee Waiv- Net Total Expenses Annual ers Annual (Underly- Expenses and/or Expenses Manage- Other ing (Before Expense (After ment 12b-1 Expenses Portfo- Expense Reimburse- Expense Portfolio Name Fees(6 Fees(7) (8) lios)(9) Limitations) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% 12 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Fees and Total Fee Waiv- Net Total Expenses Annual ers Annual (Underly- Expenses and/or Expenses Manage- Other ing (Before Expense (After ment 12b-1 Expenses Portfo- Expense Reimburse- Expense Portfolio Name Fees(6) Fees(7) (8) lios)(9) Limitations) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 13 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable The withdrawal charge percentage we use is determined by the contract year in which Contract you make the withdrawal or surrender your contract. For each contribution, we consider Year the contract year in which we receive that contribution to be "contract year 1") 1 ..................8.00% 2 ..................7.00% 3 ..................6.00% 4 ..................5.00% 5+..................0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (4) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (5) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (6) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (10) for any expense limitation agreement information. (7) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (8) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (10) for any expense limitation agreement information. (9) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (10)The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A"--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolios invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - ----------------------------------------------------------------------------- Portfolio Name - ----------------------------------------------------------------------------- Multimanager Aggressive Equity 1.03% - ----------------------------------------------------------------------------- Multimanager Health Care 1.63% - ----------------------------------------------------------------------------- Multimanager International Equity 1.52% - ----------------------------------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - ----------------------------------------------------------------------------- Multimanager Large Cap Growth 1.33% - ----------------------------------------------------------------------------- Multimanager Large Cap Value 1.31% - ----------------------------------------------------------------------------- Multimanager Mid Cap Growth 1.52% - ----------------------------------------------------------------------------- Multimanager Mid Cap Value 1.58% - ----------------------------------------------------------------------------- Multimanager Technology 1.64% - ----------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - ----------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - ----------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - ----------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - ----------------------------------------------------------------------------- EQ/AllianceBernstein Value 0.94% - ----------------------------------------------------------------------------- EQ/Ariel Appreciation II 1.01% - ----------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - ----------------------------------------------------------------------------- EQ/Capital Guardian Growth 0.94% - ----------------------------------------------------------------------------- EQ/Capital Guardian Research 0.94% - ----------------------------------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - ----------------------------------------------------------------------------- EQ/Davis New York Venture 1.27% - ----------------------------------------------------------------------------- EQ/Evergreen Omega 1.05% - ----------------------------------------------------------------------------- EQ/FI Mid Cap 0.97% - ----------------------------------------------------------------------------- EQ/FI Mid Cap Value 1.09% - ----------------------------------------------------------------------------- 14 Fee table - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - -------------------------------------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------------------------------------- EQ/Marsico Focus 1.14% - -------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------------------------------------- EQ/MFS Investors Trust 0.94% - -------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------------------------------------- EQ/Small Cap Value 1.02% - -------------------------------------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of 0.008% of contract value. The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the fee table and example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 15 - ---------------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ---------------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ---------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,295.00 $ 2,109.00 $ 2,557.00 $ 5,338.00 AXA Conservative Allocation $ 1,274.00 $ 2,048.00 $ 2,459.00 $ 5,164.00 AXA Conservative-Plus Allocation $ 1,275.00 $ 2,051.00 $ 2,464.00 $ 5,172.00 AXA Moderate Allocation $ 1,290.00 $ 2,082.00 $ 2,492.00 $ 5,216.00 AXA Moderate-Plus Allocation $ 1,287.00 $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Aggressive Equity* $ 1,254.00 $ 1,990.00 $ 2,366.00 $ 4,994.00 Multimanager Core Bond* $ 1,251.00 $ 1,981.00 $ 2,351.00 $ 4,967.00 Multimanager Health Care* $ 1,320.00 $ 2,181.00 $ 2,673.00 $ 5,543.00 Multimanager High Yield* $ 1,250.00 $ 1,978.00 $ 2,346.00 $ 4,958.00 Multimanager International Equity* $ 1,304.00 $ 2,136.00 $ 2,601.00 $ 5,416.00 Multimanager Large Cap Core Equity* $ 1,285.00 $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Large Cap Growth* $ 1,287.00 $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Large Cap Value* $ 1,285.00 $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Mid Cap Growth* $ 1,307.00 $ 2,145.00 $ 2,615.00 $ 5,441.00 Multimanager Mid Cap Value* $ 1,310.00 $ 2,154.00 $ 2,630.00 $ 5,467.00 Multimanager Technology* $ 1,320.00 $ 2,181.00 $ 2,673.00 $ 5,543.00 - ---------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,233.00 $ 1,928.00 $ 2,266.00 $ 4,812.00 EQ/AllianceBernstein Growth and Income++ $ 1,241.00 $ 1,953.00 $ 2,306.00 $ 4,885.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,237.00 $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein International $ 1,265.00 $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/AllianceBernstein Large Cap Growth $ 1,276.00 $ 2,054.00 $ 2,469.00 $ 5,181.00 EQ/AllianceBernstein Quality Bond $ 1,237.00 $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein Small Cap Growth $ 1,261.00 $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/AllianceBernstein Value $ 1,246.00 $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Ariel Appreciation II $ 1,302.00 $ 2,130.00 $ 2,591.00 $ 5,398.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,468.00 $ 2,601.00 $ 3,330.00 $ 6,644.00 EQ/BlackRock Basic Value Equity* $ 1,242.00 $ 1,956.00 $ 2,311.00 $ 4,894.00 EQ/BlackRock International Value* $ 1,278.00 $ 2,060.00 $ 2,479.00 $ 5,199.00 EQ/Boston Advisors Equity Income $ 1,264.00 $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Calvert Socially Responsible $ 1,264.00 $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Capital Guardian Growth $ 1,255.00 $ 1,993.00 $ 2,371.00 $ 5,003.00 EQ/Capital Guardian International+ $ 1,279.00 $ 2,063.00 $ 2,484.00 $ 5,208.00 EQ/Capital Guardian Research $ 1,252.00 $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Capital Guardian U.S. Equity++ $ 1,252.00 $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Caywood-Scholl High Yield Bond $ 1,252.00 $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Davis New York Venture $ 1,337.00 $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/Equity 500 Index $ 1,210.00 $ 1,861.00 $ 2,156.00 $ 4,607.00 EQ/Evergreen International Bond $ 1,267.00 $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Evergreen Omega $ 1,260.00 $ 2,008.00 $ 2,395.00 $ 5,048.00 - ---------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 2,109.00 $ 2,557.00 $ 5,338.00 AXA Conservative Allocation N/A $ 2,048.00 $ 2,459.00 $ 5,164.00 AXA Conservative-Plus Allocation N/A $ 2,051.00 $ 2,464.00 $ 5,172.00 AXA Moderate Allocation N/A $ 2,082.00 $ 2,492.00 $ 5,216.00 AXA Moderate-Plus Allocation N/A $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Aggressive Equity* N/A $ 1,990.00 $ 2,366.00 $ 4,994.00 Multimanager Core Bond* N/A $ 1,981.00 $ 2,351.00 $ 4,967.00 Multimanager Health Care* N/A $ 2,181.00 $ 2,673.00 $ 5,543.00 Multimanager High Yield* N/A $ 1,978.00 $ 2,346.00 $ 4,958.00 Multimanager International Equity* N/A $ 2,136.00 $ 2,601.00 $ 5,416.00 Multimanager Large Cap Core Equity* N/A $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Large Cap Growth* N/A $ 2,087.00 $ 2,523.00 $ 5,277.00 Multimanager Large Cap Value* N/A $ 2,081.00 $ 2,513.00 $ 5,260.00 Multimanager Mid Cap Growth* N/A $ 2,145.00 $ 2,615.00 $ 5,441.00 Multimanager Mid Cap Value* N/A $ 2,154.00 $ 2,630.00 $ 5,467.00 Multimanager Technology* N/A $ 2,181.00 $ 2,673.00 $ 5,543.00 - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock N/A $ 1,928.00 $ 2,266.00 $ 4,812.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,953.00 $ 2,306.00 $ 4,885.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein International N/A $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,054.00 $ 2,469.00 $ 5,181.00 EQ/AllianceBernstein Quality Bond N/A $ 1,941.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/AllianceBernstein Value N/A $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Ariel Appreciation II N/A $ 2,130.00 $ 2,591.00 $ 5,398.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,601.00 $ 3,330.00 $ 6,644.00 EQ/BlackRock Basic Value Equity* N/A $ 1,956.00 $ 2,311.00 $ 4,894.00 EQ/BlackRock International Value* N/A $ 2,060.00 $ 2,479.00 $ 5,199.00 EQ/Boston Advisors Equity Income N/A $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Calvert Socially Responsible N/A $ 2,020.00 $ 2,415.00 $ 5,084.00 EQ/Capital Guardian Growth N/A $ 1,993.00 $ 2,371.00 $ 5,003.00 EQ/Capital Guardian International+ N/A $ 2,063.00 $ 2,484.00 $ 5,208.00 EQ/Capital Guardian Research N/A $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Capital Guardian U.S. Equity++ N/A $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,984.00 $ 2,356.00 $ 4,976.00 EQ/Davis New York Venture N/A $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/Equity 500 Index N/A $ 1,861.00 $ 2,156.00 $ 4,607.00 EQ/Evergreen International Bond N/A $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Evergreen Omega N/A $ 2,008.00 $ 2,395.00 $ 5,048.00 - --------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - --------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - --------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 495.00 $ 1,509.00 $ 2,557.00 $ 5,338.00 AXA Conservative Allocation $ 474.00 $ 1,448.00 $ 2,459.00 $ 5,164.00 AXA Conservative-Plus Allocation $ 475.00 $ 1,451.00 $ 2,464.00 $ 5,172.00 AXA Moderate Allocation $ 490.00 $ 1,482.00 $ 2,492.00 $ 5,216.00 AXA Moderate-Plus Allocation $ 487.00 $ 1,487.00 $ 2,523.00 $ 5,277.00 Multimanager Aggressive Equity* $ 454.00 $ 1,390.00 $ 2,366.00 $ 4,994.00 Multimanager Core Bond* $ 451.00 $ 1,381.00 $ 2,351.00 $ 4,967.00 Multimanager Health Care* $ 520.00 $ 1,581.00 $ 2,673.00 $ 5,543.00 Multimanager High Yield* $ 450.00 $ 1,378.00 $ 2,346.00 $ 4,958.00 Multimanager International Equity* $ 504.00 $ 1,536.00 $ 2,601.00 $ 5,416.00 Multimanager Large Cap Core Equity* $ 485.00 $ 1,481.00 $ 2,513.00 $ 5,260.00 Multimanager Large Cap Growth* $ 487.00 $ 1,487.00 $ 2,523.00 $ 5,277.00 Multimanager Large Cap Value* $ 485.00 $ 1,481.00 $ 2,513.00 $ 5,260.00 Multimanager Mid Cap Growth* $ 507.00 $ 1,545.00 $ 2,615.00 $ 5,441.00 Multimanager Mid Cap Value* $ 510.00 $ 1,554.00 $ 2,630.00 $ 5,467.00 Multimanager Technology* $ 520.00 $ 1,581.00 $ 2,673.00 $ 5,543.00 - --------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 433.00 $ 1,328.00 $ 2,266.00 $ 4,812.00 EQ/AllianceBernstein Growth and Income++ $ 441.00 $ 1,353.00 $ 2,306.00 $ 4,885.00 EQ/AllianceBernstein Intermediate Government Securities $ 437.00 $ 1,341.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein International $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,093.00 EQ/AllianceBernstein Large Cap Growth $ 476.00 $ 1,454.00 $ 2,469.00 $ 5,181.00 EQ/AllianceBernstein Quality Bond $ 437.00 $ 1,341.00 $ 2,286.00 $ 4,849.00 EQ/AllianceBernstein Small Cap Growth $ 461.00 $ 1,411.00 $ 2,400.00 $ 5,057.00 EQ/AllianceBernstein Value $ 446.00 $ 1,368.00 $ 2,331.00 $ 4,931.00 EQ/Ariel Appreciation II $ 502.00 $ 1,530.00 $ 2,591.00 $ 5,398.00 EQ/AXA Rosenberg Value Long/Short Equity $ 668.00 $ 2,001.00 $ 3,330.00 $ 6,644.00 EQ/BlackRock Basic Value Equity* $ 442.00 $ 1,356.00 $ 2,311.00 $ 4,894.00 EQ/BlackRock International Value* $ 478.00 $ 1,460.00 $ 2,479.00 $ 5,199.00 EQ/Boston Advisors Equity Income $ 464.00 $ 1,420.00 $ 2,415.00 $ 5,084.00 EQ/Calvert Socially Responsible $ 464.00 $ 1,420.00 $ 2,415.00 $ 5,084.00 EQ/Capital Guardian Growth $ 455.00 $ 1,393.00 $ 2,371.00 $ 5,003.00 EQ/Capital Guardian International+ $ 479.00 $ 1,463.00 $ 2,484.00 $ 5,208.00 EQ/Capital Guardian Research $ 452.00 $ 1,384.00 $ 2,356.00 $ 4,976.00 EQ/Capital Guardian U.S. Equity++ $ 452.00 $ 1,384.00 $ 2,356.00 $ 4,976.00 EQ/Caywood-Scholl High Yield Bond $ 452.00 $ 1,384.00 $ 2,356.00 $ 4,976.00 EQ/Davis New York Venture $ 537.00 $ 1,630.00 $ 2,750.00 $ 5,676.00 EQ/Equity 500 Index $ 410.00 $ 1,261.00 $ 2,156.00 $ 4,607.00 EQ/Evergreen International Bond $ 467.00 $ 1,430.00 $ 2,430.00 $ 5,110.00 EQ/Evergreen Omega $ 460.00 $ 1,408.00 $ 2,395.00 $ 5,048.00 - --------------------------------------------------------------------------------------------------------- 16 Fee table - ------------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap $ 1,257.00 $ 1,999.00 $ 2,381.00 $ 5,021.00 EQ/FI Mid Cap Value+ $ 1,260.00 $ 2,008.00 $ 2,395.00 $ 5,048.00 EQ/Franklin Income $ 1,304.00 $ 2,136.00 $ 2,601.00 $ 5,416.00 EQ/Franklin Small Cap Value $ 1,474.00 $ 2,618.00 $ 3,357.00 $ 6,687.00 EQ/Franklin Templeton Founding Strategy** $ 1,309.00 $ 2,151.00 $ 2,625.00 $ 5,458.00 EQ/GAMCO Mergers and Acquisitions $ 1,299.00 $ 2,121.00 $ 2,576.00 $ 5,373.00 EQ/GAMCO Small Company Value $ 1,266.00 $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/International Growth $ 1,296.00 $ 2,112.00 $ 2,562.00 $ 5,347.00 EQ/Janus Large Cap Growth++ $ 1,280.00 $ 2,066.00 $ 2,489.00 $ 5,216.00 EQ/JPMorgan Core Bond $ 1,232.00 $ 1,925.00 $ 2,261.00 $ 4,803.00 EQ/JPMorgan Value Opportunities $ 1,250.00 $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Legg Mason Value Equity $ 1,261.00 $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/Long Term Bond $ 1,231.00 $ 1,922.00 $ 2,256.00 $ 4,794.00 EQ/Lord Abbett Growth and Income $ 1,265.00 $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Lord Abbett Large Cap Core $ 1,281.00 $ 2,069.00 $ 2,494.00 $ 5,225.00 EQ/Lord Abbett Mid Cap Value $ 1,262.00 $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Marsico Focus $ 1,273.00 $ 2,045.00 $ 2,454.00 $ 5,155.00 EQ/MFS Emerging Growth Companies+ $ 1,254.00 $ 1,990.00 $ 2,366.00 $ 4,994.00 EQ/MFS Investors Trust+ $ 1,250.00 $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Money Market $ 1,219.00 $ 1,888.00 $ 2,201.00 $ 4,692.00 EQ/Montag & Caldwell Growth $ 1,265.00 $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Mutual Shares $ 1,317.00 $ 2,172.00 $ 2,659.00 $ 5,518.00 EQ/Oppenheimer Global $ 1,407.00 $ 2,430.00 $ 3,065.00 $ 6,211.00 EQ/Oppenheimer Main Street Opportunity $ 1,425.00 $ 2,480.00 $ 3,143.00 $ 6,341.00 EQ/Oppenheimer Main Street Small Cap $ 1,420.00 $ 2,465.00 $ 3,120.00 $ 6,303.00 EQ/PIMCO Real Return $ 1,246.00 $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Short Duration Bond $ 1,230.00 $ 1,919.00 $ 2,251.00 $ 4,784.00 EQ/Small Cap Value+ $ 1,262.00 $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Small Company Growth+ $ 1,293.00 $ 2,103.00 $ 2,547.00 $ 5,321.00 EQ/Small Company Index $ 1,214.00 $ 1,873.00 $ 2,176.00 $ 4,645.00 EQ/TCW Equity++ $ 1,271.00 $ 2,039.00 $ 2,445.00 $ 5,137.00 EQ/Templeton Growth $ 1,337.00 $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/UBS Growth and Income $ 1,266.00 $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/Van Kampen Comstock $ 1,258.00 $ 2,002.00 $ 2,385.00 $ 5,030.00 EQ/Van Kampen Emerging Markets Equity $ 1,329.00 $ 2,209.00 $ 2,716.00 $ 5,618.00 EQ/Van Kampen Mid Cap Growth $ 1,267.00 $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,302.00 $ 2,130.00 $ 2,591.00 $ 5,398.00 - ------------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,286.00 $ 2,084.00 $ 2,518.00 $ 5,269.00 - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - --------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap N/A $ 1,999.00 $ 2,381.00 $ 5,021.00 EQ/FI Mid Cap Value+ N/A $ 2,008.00 $ 2,395.00 $ 5,048.00 EQ/Franklin Income N/A $ 2,136.00 $ 2,601.00 $ 5,416.00 EQ/Franklin Small Cap Value N/A $ 2,618.00 $ 3,357.00 $ 6,687.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,151.00 $ 2,625.00 $ 5,458.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,121.00 $ 2,576.00 $ 5,373.00 EQ/GAMCO Small Company Value N/A $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/International Growth N/A $ 2,112.00 $ 2,562.00 $ 5,347.00 EQ/Janus Large Cap Growth++ N/A $ 2,066.00 $ 2,489.00 $ 5,216.00 EQ/JPMorgan Core Bond N/A $ 1,925.00 $ 2,261.00 $ 4,803.00 EQ/JPMorgan Value Opportunities N/A $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Legg Mason Value Equity N/A $ 2,011.00 $ 2,400.00 $ 5,057.00 EQ/Long Term Bond N/A $ 1,922.00 $ 2,256.00 $ 4,794.00 EQ/Lord Abbett Growth and Income N/A $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Lord Abbett Large Cap Core N/A $ 2,069.00 $ 2,494.00 $ 5,225.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Marsico Focus N/A $ 2,045.00 $ 2,454.00 $ 5,155.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,990.00 $ 2,366.00 $ 4,994.00 EQ/MFS Investors Trust+ N/A $ 1,978.00 $ 2,346.00 $ 4,958.00 EQ/Money Market N/A $ 1,888.00 $ 2,201.00 $ 4,692.00 EQ/Montag & Caldwell Growth N/A $ 2,023.00 $ 2,420.00 $ 5,093.00 EQ/Mutual Shares N/A $ 2,172.00 $ 2,659.00 $ 5,518.00 EQ/Oppenheimer Global N/A $ 2,430.00 $ 3,065.00 $ 6,211.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,480.00 $ 3,143.00 $ 6,341.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,465.00 $ 3,120.00 $ 6,303.00 EQ/PIMCO Real Return N/A $ 1,968.00 $ 2,331.00 $ 4,931.00 EQ/Short Duration Bond N/A $ 1,919.00 $ 2,251.00 $ 4,784.00 EQ/Small Cap Value+ N/A $ 2,014.00 $ 2,405.00 $ 5,066.00 EQ/Small Company Growth+ N/A $ 2,103.00 $ 2,547.00 $ 5,321.00 EQ/Small Company Index N/A $ 1,873.00 $ 2,176.00 $ 4,645.00 EQ/TCW Equity++ N/A $ 2,039.00 $ 2,445.00 $ 5,137.00 EQ/Templeton Growth N/A $ 2,230.00 $ 2,750.00 $ 5,676.00 EQ/UBS Growth and Income N/A $ 2,027.00 $ 2,425.00 $ 5,101.00 EQ/Van Kampen Comstock N/A $ 2,002.00 $ 2,385.00 $ 5,030.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,209.00 $ 2,716.00 $ 5,618.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,030.00 $ 2,430.00 $ 5,110.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,130.00 $ 2,591.00 $ 5,398.00 - -------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - -------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ N/A $ 2,084.00 $ 2,518.00 $ 5,269.00 - -------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ---------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap $ 457.00 $ 1,399.00 $ 2,381.00 $ 5,021.00 EQ/FI Mid Cap Value+ $ 460.00 $ 1,408.00 $ 2,395.00 $ 5,048.00 EQ/Franklin Income $ 504.00 $ 1,536.00 $ 2,601.00 $ 5,416.00 EQ/Franklin Small Cap Value $ 674.00 $ 2,018.00 $ 3,357.00 $ 6,687.00 EQ/Franklin Templeton Founding Strategy** $ 509.00 $ 1,551.00 $ 2,625.00 $ 5,458.00 EQ/GAMCO Mergers and Acquisitions $ 499.00 $ 1,521.00 $ 2,576.00 $ 5,373.00 EQ/GAMCO Small Company Value $ 466.00 $ 1,427.00 $ 2,425.00 $ 5,101.00 EQ/International Growth $ 496.00 $ 1,512.00 $ 2,562.00 $ 5,347.00 EQ/Janus Large Cap Growth++ $ 480.00 $ 1,466.00 $ 2,489.00 $ 5,216.00 EQ/JPMorgan Core Bond $ 432.00 $ 1,325.00 $ 2,261.00 $ 4,803.00 EQ/JPMorgan Value Opportunities $ 450.00 $ 1,378.00 $ 2,346.00 $ 4,958.00 EQ/Legg Mason Value Equity $ 461.00 $ 1,411.00 $ 2,400.00 $ 5,057.00 EQ/Long Term Bond $ 431.00 $ 1,322.00 $ 2,256.00 $ 4,794.00 EQ/Lord Abbett Growth and Income $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,093.00 EQ/Lord Abbett Large Cap Core $ 481.00 $ 1,469.00 $ 2,494.00 $ 5,225.00 EQ/Lord Abbett Mid Cap Value $ 462.00 $ 1,414.00 $ 2,405.00 $ 5,066.00 EQ/Marsico Focus $ 473.00 $ 1,445.00 $ 2,454.00 $ 5,155.00 EQ/MFS Emerging Growth Companies+ $ 454.00 $ 1,390.00 $ 2,366.00 $ 4,994.00 EQ/MFS Investors Trust+ $ 450.00 $ 1,378.00 $ 2,346.00 $ 4,958.00 EQ/Money Market $ 419.00 $ 1,288.00 $ 2,201.00 $ 4,692.00 EQ/Montag & Caldwell Growth $ 465.00 $ 1,423.00 $ 2,420.00 $ 5,093.00 EQ/Mutual Shares $ 517.00 $ 1,572.00 $ 2,659.00 $ 5,518.00 EQ/Oppenheimer Global $ 607.00 $ 1,830.00 $ 3,065.00 $ 6,211.00 EQ/Oppenheimer Main Street Opportunity $ 625.00 $ 1,880.00 $ 3,143.00 $ 6,341.00 EQ/Oppenheimer Main Street Small Cap $ 620.00 $ 1,865.00 $ 3,120.00 $ 6,303.00 EQ/PIMCO Real Return $ 446.00 $ 1,368.00 $ 2,331.00 $ 4,931.00 EQ/Short Duration Bond $ 430.00 $ 1,319.00 $ 2,251.00 $ 4,784.00 EQ/Small Cap Value+ $ 462.00 $ 1,414.00 $ 2,405.00 $ 5,066.00 EQ/Small Company Growth+ $ 493.00 $ 1,503.00 $ 2,547.00 $ 5,321.00 EQ/Small Company Index $ 414.00 $ 1,273.00 $ 2,176.00 $ 4,645.00 EQ/TCW Equity++ $ 471.00 $ 1,439.00 $ 2,445.00 $ 5,137.00 EQ/Templeton Growth $ 537.00 $ 1,630.00 $ 2,750.00 $ 5,676.00 EQ/UBS Growth and Income $ 466.00 $ 1,427.00 $ 2,425.00 $ 5,101.00 EQ/Van Kampen Comstock $ 458.00 $ 1,402.00 $ 2,385.00 $ 5,030.00 EQ/Van Kampen Emerging Markets Equity $ 529.00 $ 1,609.00 $ 2,716.00 $ 5,618.00 EQ/Van Kampen Mid Cap Growth $ 467.00 $ 1,430.00 $ 2,430.00 $ 5,110.00 EQ/Wells Fargo Montgomery Small Cap++ $ 502.00 $ 1,530.00 $ 2,591.00 $ 5,398.00 - ---------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ---------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 486.00 $ 1,484.00 $ 2,518.00 $ 5,269.00 - ---------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. Fee table 17 ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix IV at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $10,000 for you to purchase a contract. You may make additional contributions of: (i) at least $500 each for NQ, QP and Rollover TSA contracts; (ii) $50 each for Rollover IRA and Roth conversion IRA contracts; and (iii) $1,000 for Inherited IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. In some states, our rules may vary. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The "annuitant" is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - ----------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 85 o $10,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our automatic investment program (additional) - ------------------------------------------------------------------------------------------------------------------------------------ Rollover IRA 20 through 85 o $10,000 (initial) o $50 (additional) - ------------------------------------------------------------------------------------------------------------------------------------ Limitations on Contract type Source of contributions contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ NQ o After-tax money. o No additional contributions after attainment of age 87.* o Paid to us by check or transfer of contract value in a tax-deferred exchange under Section 1035 of the Internal Revenue Code. - ------------------------------------------------------------------------------------------------------------------------------------ Rollover IRA o Eligible rollover distributions from o No rollover or direct transfer con- TSA contracts or other 403(b) tributions after attainment of arrangements, qualified plans, age 87.* and governmental employer 457(b) plans. o Contributions after age 70-1/2 must be net of required minimum o Rollovers from another tradi- distributions. tional individual retirement arrangement. o Although we accept regular IRA contributions (limited to $4,000 o Direct custodian-to-custodian for 2007 and $5,000 for 2008), transfers from another traditional under the Rollover IRA contracts, individual retirement we intend that this contract be arrangement. used primarily for rollover and direct transfer contributions. o Regular IRA contributions. o Additional catch-up contributions o Additional "catch-up" of up to $1,000 per calendar year contributions. where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------------------------------------------------------------ 20 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Contract type issue ages contributions - ------------------------------------------------------------------------------------------------------------------------------------ Roth Conversion 20 through 85 o $10,000 (initial) o $500 (additional) - ------------------------------------------------------------------------------------------------------------------------------------ Inherited IRA 0 through 70 Beneficiary Con- o $10,000 (additional) tinuation Contract o $1,000 (additional) (traditional IRA or Roth IRA) - ------------------------------------------------------------------------------------------------------------------------------------ Rollover TSA 20 through 85 o $10,000 (initial) o $500 (additional) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Limitations on Contract type Source of contributions contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Roth Conversion o Rollovers from another Roth IRA. o No additional rollover or direct IRA transfer contributions after attain- o Rollovers from a "designated ment of age 87.* Roth contribution account" under a 401(k) plan or 403(b) o Conversion rollovers after arrangement. age 70-1/2 must be net of required minimum distributions for the o Conversion rollovers from a tradi- traditional IRA you are rolling tional IRA. over. o Direct transfers from another o You cannot roll over funds from a Roth IRA. traditional IRA if your adjusted gross income is $100,000 or o Regular Roth IRA contributions. more. o Additional "catch-up" contribu- o Although we accept regular Roth tions. IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA con- tracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calen- dar year for which the contribution is made. - ------------------------------------------------------------------------------------------------------------------------------------ Inherited IRA o Direct custodian-to-custodian o Any additional contributions must Beneficiary Con- transfers of your interest as a be from the same type of IRA of tinuation Contract death beneficiary of the deceased the same deceased owner. (traditional IRA or owner's traditional individual Roth IRA) retirement arrangement or Roth o Non-spousal beneficiary direct IRA to an IRA of the same type. rollover contributions from quali- fied plans, 403(b) arrangements and governmental employer 457(b) plans may be made to a traditional Inherited IRA contract under special circumstances. - ----------------------------------------------------------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax funds o No additional rollover or direct from another contract or transfer contributions after attain- arrangement under Section ment of age 87.* 403(b) of the Internal Revenue Code, complying with IRS Rev- o Rollover or direct transfer contri- enue Ruling 90-24. butions after age 70-1/2 must be net of any required minimum distributions. o Eligible rollover distributions of pre-tax funds from other 403(b) o We do not accept employer- plans. remitted contributions. o Subsequent contributions may also be rollovers from qualified plans, governmental employer 457(b) plans and traditional IRAs. - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 21 - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Contract type issue ages contributions - ------------------------------------------------------------------------------------------------------------------------------------ QP 20 through 75 o $10,000 (initial) o $500 (additional) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Limitations on Contract type Source of contributions contributions(+) - ------------------------------------------------------------------------------------------------------------------------------------ QP o Only transfer contributions from o A separate QP contract must be other investments established for each plan participant with an existing defined contribution o We do not accept regular ongoing qualified plan trust. payroll contributions or contributions directly from the employer. o The plan must be o Only one additional transfer contribution may be made during a qualified under contract year. Section 401(a) of the Internal Revenue Code. o No additional transfer contribu- tions after participant's o For 401(k) plans, attainment of age 76 or, if later, transferred the first contract date anniversary. contributions may not include any after-tax o Contributions after age 70-1/2 must contributions, be net of any required minimum including designated distributions. Roth contributions. o We do not accept contributions from defined benefit plans. - ----------------------------------------------------------------------------------------------------------------------------------- Please refer to Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for information on state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 22 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or the Guaranteed withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should strongly consider "split-funding": that is, the trust holds investments in addition to this Accumulator(R) Elite(SM) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) Elite(SM) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB, GWBL and/or the enhanced death benefit base and/or greater than the Guaranteed annual withdrawal amount under GWBL. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis and the contract is owned by a non-natural owner. Under QP contracts, all benefits are based on the age of the annuitant. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealer. Additional contributions may also be made under our automatic investment program. These methods of payment, are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed Contract features and benefits 23 below are the currently available portfolios, their investment objectives and their advisers. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. 24 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Elite(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 25 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. COMMON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN Seeks to achieve high current income consistent o AllianceBernstein L.P. INTERMEDIATE GOVERNMENT with relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent o AllianceBernstein L.P. BOND with moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY bear markets using strategies that are designed to limit exposure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ 26 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term o BlackRock Investment Management VALUE(13) growth of income, accompanied by growth of capital. International Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve o Boston Advisors, LLC INCOME an above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily o AXA Equitable FOUNDING STRATEGY(**) seeks income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s) as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent o JPMorgan Investment Management Inc. with moderate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with o Lord, Abbett & Co. LLC CORE reasonable risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, o The Dreyfus Corporation preserve its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally o Franklin Mutual Advisers, LLC be short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with o Pacific Investment Management Company, preservation of real capital and prudent LLC investment management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of o BlackRock Financial Management, Inc. principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before o AllianceBernstein L.P. the deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ 28 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s) as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary (Americas) Inc. consideration. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and o Van Kampen (is the name under which long-term capital appreciation by investing Morgan Stanley Investment Management Inc. primarily in equity securities of companies in does business in certain situations) the U.S. real estate industry, including real estate investment trusts. - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ------------------------------------------------------------------ FN Portfolio Name until May 29, 2007 - ------------------------------------------------------------------ (1) AXA Premier VIP Aggressive Equity (2) AXA Premier VIP Core Bond (3) AXA Premier VIP Health Care (4) AXA Premier VIP High Yield (5) AXA Premier VIP International Equity (6) AXA Premier VIP Large Cap Core Equity (7) AXA Premier VIP Large Cap Growth (8) AXA Premier VIP Large Cap Value (9) AXA Premier VIP Mid Cap Growth (10) AXA Premier VIP Mid Cap Value (11) AXA Premier VIP Technology (12) EQ/Mercury Basic Value Equity (13) EQ/Mercury International Value ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. Contract features and benefits 29 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges, and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfer from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Elite(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed below in "Allocating your contributions," would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007 the next available maturity date was February 15, 2008. If no fixed maturity options are available we will transfer your maturity value to the EQ/Money Market Option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable 30 Contract features and benefits market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states -- see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." You may have your account value transferred to any of the variable investment options available under your contract. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the Contract features and benefits 31 125% Principal guarantee benefit. We will transfer amounts from the account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) Elite(SM) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) Elite(SM) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, this option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Prin- 32 Contract features and benefits cipal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states (see Appendix VII later in this Prospectus for more information on state availability). GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond) and the account for special dollar cost averaging; the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value of any contract date anniversary up to the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday plus any contributions made since the most recent annual ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed mini- Contract features and benefits 33 mum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VII later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. If after your death your spouse continues this contract, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II - "Purchase considerations for QP Contracts," later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed in "Guaranteed minimum income benefit option" below and annuity payout options are discussed in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an inherited IRA, or if you elect a Principal guarantee benefit, or the Guaranteed withdrawal benefit for 34 Contract features and benefits life, the Guaranteed minimum income benefit is not available. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age as follows: - ---------------------------------------------------------- Level payments - ---------------------------------------------------------- Owner's age at Period certain years exercise -------------------------------------- IRAs NQ - ---------------------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - --------------------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that the it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); Contract features and benefits 35 o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account under rollover TSA contracts. - ----------------------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income anniversary at exercise payable for life - ----------------------------------------------------------------- 10 $11,891 15 $18,597 - ----------------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payment contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death, or if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner, if applicable) age, as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the your 85th birthday; (ii) if you were age 75 when the contract was issued, or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) Elite(SM) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Elite(SM) QP contract into an Accumulator(R) Elite(SM) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Elite(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Elite(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using 36 Contract features and benefits the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules; (vii) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age; and (viii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions, adjusted for any withdrawals (and any associated withdrawal charges). The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 through 85 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability (see Appendix VII later in this Prospectus for state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. Earnings enhancement benefit Subject to state and contract availability (see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract, under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit, you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life the Earnings enhancement benefit is not available. Contract features and benefits 37 If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit Decreased by: o total net contributions. For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit Decreased by: o total net contributions. The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be calculated based on the annuitant's age. For an example of how the Earnings enhancement benefit death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation, upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint Life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no 38 Contract features and benefits longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. Joint life QP and TSA contracts are not permitted. This benefit is not available under an Inherited IRA contract. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed withdrawal benefit for life. See "Owner and annuitant requirements" earlier in this section. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or on the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - -------------------------------------------- Age Applicable percentage - -------------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - -------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. Contract features and benefits 39 o The Guaranteed annual withdrawal amount is recalculated o to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your GWBL benefit base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your GWBL benefit base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; 40 Contract features and benefits o Your GWBL Enhanced death benefit base increases to equal your account value if your GWBL benefit base is ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides a higher amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) Elite(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) Elite(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under the your Accumulator(R) Elite(SM) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% Federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. Contract features and benefits 41 o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your BWB Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Principal guarantee benefit for life. See "Owner and annuitant requirements" earlier in this section. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least 42 Contract features and benefits annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges if applicable under your contract, will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, Spousal continuation, special dollar cost averaging program (if applicable), automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue taking required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges (if applicable under your contract) will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options through the date we Contract features and benefits 43 receive your contract, and (iv) any interest in the account for special dollar cost averaging through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii), or (iv) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. 44 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging and (v) the loan reserve account (applicable to Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge as well as optional benefit charges; (ii) any applicable withdrawal charges and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. ---------------------------------- If you apply for this contract by electronic means, please see Appendix VII for additional information. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. Determining your contract's value 45 PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. 46 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. In addition, we reserve the right to restrict transfers among variable investment options including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. Transferring your money among investment options 47 We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not 48 Transferring your money among investment options be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. Transferring your money among investment options 49 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------ Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Inherited IRA Yes No No * - -------------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------------- Rollover TSA*** Yes Yes No Yes - -------------------------------------------------------------------------------- * This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. ** All payments are made to the Trust as the owner of the contract. *** For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. 50 Accessing your money SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA and Roth Conversion IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, Accessing your money 51 when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawals may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received within the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and your new benefit after the withdrawal would be $24,000 ($40,000-$16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the 52 Accessing your money Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. If you elect the Guaranteed withdrawal for life benefit, loans are not permitted. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options, in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify oth- Accessing your money 53 erwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts, with non-natural owners while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable), if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charges) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Elite(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Elite(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Elite(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Elite(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply to your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. 54 Accessing your money - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for owners and Period certain annuity annuitants age 83 or less at contractissue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your contract. For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) Elite(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Elite(SM), and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of Accessing your money 55 your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under our contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options no withdrawal charge is imposed under your contract. If the withdrawal charge that otherwise would have been applied to your account value under your contract is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) Elite(SM) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. 56 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered Charges and expenses 57 or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceeds the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or to apply your cash value to a non-life contingent annuity payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn in any of the first four years after we receive a contribution. We determine the withdrawal charge separately for each contribution according to the following table: - --------------------------------------------------------------------- Contract year - --------------------------------------------------------------------- 1 2 3 4 5 - --------------------------------------------------------------------- Percentage of contribution 8% 7% 6% 5% 0% - --------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawals of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and withdrawal charge from your account value. The amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% free withdrawal amount. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase the 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract), and (2) the 10% free withdrawal amount defined above. Certain withdrawals. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount. If your withdrawal exceeds the amount described above, this waiver is not applicable to that withdrawal, nor to any subsequent withdrawal for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawals during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. Disability, terminal illness or confinement to nursing home. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: 58 Charges and expenses -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions as described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct this charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If such amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the owner (or older joint owner, if applicable) reaches 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary Charges and expenses 59 for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. 60 Charges and expenses We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 61 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint 62 Payment of death benefit owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. Payment of death benefit 63 o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit and the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VI later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum 64 Payment of death benefit distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB or the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or the older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the owner deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. Payment of death benefit 65 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Elite(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth Conversion IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Elite(SM)'s Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, dollar cost averaging, choice of death benefits, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix III at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 66 Tax information TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual withdrawals and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant are the same under the source contract and the Accumulator(R) Elite(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Elite(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. Beneficiary continuation option We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2;" Tax information 67 o scheduled payments, any additional withdrawals under "Withdrawal Option 2," or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling does not specifically address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. 68 Tax information You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) Elite(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Elite(SM) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Elite(SM) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Elite(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Elite(SM) IRA or Accumulator(R) Elite(SM) Roth IRA with the optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) Elite(SM) IRA contract (traditional IRA or ROTH IRA) by following the directions in "Your right to cancel with in a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or ROTH IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o regular contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers") Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored Tax information 69 retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007 your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted - -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000, ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. 70 Tax information When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a Tax information 71 tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. 72 Tax information Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing, Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. Tax information 73 What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, then no amounts are required to be paid until after the surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved 74 Tax information methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Elite(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the years is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007,between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You Tax information 75 can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as 76 Tax information having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Tax information 77 Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please contact your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Elite(SM) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Elite(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Elite(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Elite(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our descrip- 78 Tax information tion of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Elite(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Elite(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Elite(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Elite(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Elite(SM) Rollover TSA; or o you reach age 59-1/2; or Tax information 79 o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax defi nition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Elite(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made 80 Tax information at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required minimum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Elite(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Elite(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Elite(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or Tax information 81 o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or 82 Tax information o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT ON TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 83 8. More information - -------------------------------------------------------------------------------- ABOUT OUR SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. The Separate Account is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - ------------------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------------ 2008 3.30% $96.81 2009 3.34% $93.63 2010 3.39% $90.47 2011 3.48% $87.20 2012 3.58% $83.86 2013 3.65% $80.63 2014 3.72% $77.42 2015 3.76% $74.42 - ------------------------------------------------------------------ 84 More information - ------------------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------------ 2016 3.84% $71.22 2017 3.89% $68.25 - ------------------------------------------------------------------ HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options and the account for special dollar cost averaging, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contract in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. How- More information 85 ever, the market value adjustment interests under the contracts are registered under the Securities Act of 1933. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP, Inherited IRA Beneficiary (traditional IRA or Roth IRA) or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, 86 More information and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information, or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in the prospectuses for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustee or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an More information 87 assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, a PGB, the Earnings enhancement benefit and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial professional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.20% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 6.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. 88 More information The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Elite(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable product. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 89 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa-financial.com 90 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.65%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION - --------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------- AXA Aggressive Allocation - --------------------------------------------------------------------------------------- Unit value $ 14.45 $ 12.46 $ 11.72 $ 10.66 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 32,813 12,508 4,674 195 - --------------------------------------------------------------------------------------- AXA Conservative Allocation - --------------------------------------------------------------------------------------- Unit value $ 11.33 $ 10.83 $ 10.75 $ 10.31 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,935 3,738 1,736 116 - --------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - --------------------------------------------------------------------------------------- Unit value $ 11.98 $ 11.20 $ 11.03 $ 10.41 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 16,150 9,271 3,928 215 - --------------------------------------------------------------------------------------- AXA Moderate Allocation - --------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.58 $ 11.24 $ 10.51 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 83,885 52,197 21,440 970 - --------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - --------------------------------------------------------------------------------------- Unit value $ 13.84 $ 12.29 $ 11.72 $ 10.67 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 151,231 69,680 21,528 560 - --------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - --------------------------------------------------------------------------------------- Unit value $ 12.93 $ 12.51 $ 11.75 $ 10.66 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 976 442 210 15 - --------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - --------------------------------------------------------------------------------------- Unit value $ 10.61 $ 10.39 $ 10.38 $ 10.16 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,315 4,566 2,210 301 - --------------------------------------------------------------------------------------- AXA Premier VIP Health Care - --------------------------------------------------------------------------------------- Unit value $ 12.70 $ 12.28 $ 11.67 $ 10.59 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,143 1,765 716 86 - --------------------------------------------------------------------------------------- AXA Premier VIP High Yield - --------------------------------------------------------------------------------------- Unit value $ 12.40 $ 11.47 $ 11.32 $ 10.59 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,956 5,292 3,135 282 - --------------------------------------------------------------------------------------- AXA Premier VIP International Equity - --------------------------------------------------------------------------------------- Unit value $ 18.23 $ 14.79 $ 13.02 $ 11.23 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,220 2,536 1,127 65 - --------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - --------------------------------------------------------------------------------------- Unit value $ 13.38 $ 11.98 $ 11.41 $ 10.58 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,487 1,016 456 20 - --------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - --------------------------------------------------------------------------------------- Unit value $ 11.42 $ 11.59 $ 10.97 $ 10.45 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,137 2,204 1,141 59 - --------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - --------------------------------------------------------------------------------------- Unit value $ 15.40 $ 13.12 $ 12.46 $ 11.07 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,165 3,109 1,455 59 - --------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - --------------------------------------------------------------------------------------- Unit value $ 13.30 $ 12.33 $ 11.57 $ 10.53 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,570 2,515 1,381 97 - --------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - --------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - --------------------------------------------------------------------------------------- Unit value $ 14.83 $ 13.15 $ 12.45 $ 10.99 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,627 2,566 1,506 103 - --------------------------------------------------------------------------------------- AXA Premier VIP Technology - --------------------------------------------------------------------------------------- Unit value $ 12.29 $ 11.65 $ 10.64 $ 10.31 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,164 1,431 675 35 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - --------------------------------------------------------------------------------------- Unit value $ 13.60 $ 12.58 $ 12.26 $ 10.92 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,207 5,402 2,957 158 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - --------------------------------------------------------------------------------------- Unit value $ 14.60 $ 12.53 $ 12.07 $ 10.92 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,884 4,328 2,227 127 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - --------------------------------------------------------------------------------------- Unit value $ 10.22 $ 10.07 $ 10.12 $ 10.09 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,691 1,398 905 69 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein International - --------------------------------------------------------------------------------------- Unit value $ 17.91 $ 14.74 $ 13.00 $ 11.19 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,675 3,716 1,270 66 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - --------------------------------------------------------------------------------------- Unit value $ 12.19 $ 12.46 $ 11.02 $ 10.34 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,506 1,386 595 44 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - --------------------------------------------------------------------------------------- Unit value $ 10.66 $ 10.44 $ 10.40 $ 10.20 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,340 2,303 1,119 95 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - --------------------------------------------------------------------------------------- Unit value $ 14.18 $ 13.22 $ 12.06 $ 10.75 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,926 1,783 913 81 - --------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - --------------------------------------------------------------------------------------- Unit value $ 15.10 $ 12.65 $ 12.20 $ 10.93 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,100 9,522 5,080 310 - --------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - --------------------------------------------------------------------------------------- Unit value $ 11.32 $ 10.35 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 907 118 -- -- - --------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - --------------------------------------------------------------------------------------- Unit value $ 10.92 $ 10.95 $ 10.35 $ 10.16 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,611 2,568 878 43 - --------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - --------------------------------------------------------------------------------------- Unit value $ 6.61 $ 5.80 $ 5.55 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,814 3,177 208 -- - --------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - --------------------------------------------------------------------------------------- Unit value $ 11.83 $ 11.43 $ 10.68 $ 10.49 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 894 571 194 5 - --------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - --------------------------------------------------------------------------------------- Unit value $ 11.80 $ 11.17 $ 10.80 $ 10.41 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,225 2,419 273 15 - --------------------------------------------------------------------------------------- EQ/Capital Guardian International - --------------------------------------------------------------------------------------- Unit value $ 16.87 $ 14.38 $ 12.48 $ 11.17 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,624 7,243 3,564 178 - --------------------------------------------------------------------------------------- EQ/Capital Guardian Research - --------------------------------------------------------------------------------------- Unit value $ 13.44 $ 12.20 $ 11.69 $ 10.72 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,674 4,879 2,900 86 - --------------------------------------------------------------------------------------- A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - --------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - --------------------------------------------------------------------------------------- Unit value $ 13.07 $ 12.09 $ 11.60 $ 10.79 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,590 7,725 4,402 275 - --------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - --------------------------------------------------------------------------------------- Unit value $ 11.02 $ 10.38 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,957 563 -- -- - --------------------------------------------------------------------------------------- EQ/Davis New York Venture - --------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,788 -- -- -- - --------------------------------------------------------------------------------------- EQ/Equity 500 Index - --------------------------------------------------------------------------------------- Unit value $ 13.56 $ 11.98 $ 11.67 $ 10.76 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,866 7,495 4,181 204 - --------------------------------------------------------------------------------------- EQ/Evergreen International Bond - --------------------------------------------------------------------------------------- Unit value $ 9.91 $ 9.74 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,013 172 -- -- - --------------------------------------------------------------------------------------- EQ/Evergreen Omega - --------------------------------------------------------------------------------------- Unit value $ 11.98 $ 11.50 $ 11.25 $ 10.69 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,979 1,528 1,146 126 - --------------------------------------------------------------------------------------- EQ/FI Mid Cap - --------------------------------------------------------------------------------------- Unit value $ 14.84 $ 13.53 $ 12.93 $ 11.33 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,706 5,920 3,260 291 - --------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - --------------------------------------------------------------------------------------- Unit value $ 15.51 $ 14.02 $ 12.80 $ 11.04 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,490 4,526 2,213 149 - --------------------------------------------------------------------------------------- EQ/Franklin Income - --------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,992 -- -- -- - --------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - --------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 384 -- -- -- - --------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - --------------------------------------------------------------------------------------- Unit value $ 11.57 $ 10.48 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,759 442 -- -- - --------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - --------------------------------------------------------------------------------------- Unit value $ 26.00 $ 22.24 $ 21.68 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,796 802 76 -- - --------------------------------------------------------------------------------------- EQ/International Growth - --------------------------------------------------------------------------------------- Unit value $ 14.18 $ 11.48 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,674 373 -- -- - --------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - --------------------------------------------------------------------------------------- Unit value $ 12.12 $ 12.18 $ 11.54 $ 10.46 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,717 1,201 449 46 - --------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - --------------------------------------------------------------------------------------- Unit value $ 10.74 $ 10.50 $ 10.44 $ 10.20 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,680 7,995 3,501 284 - --------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - --------------------------------------------------------------------------------------- Unit value $ 14.47 $ 12.22 $ 11.96 $ 10.97 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,769 1,018 473 42 - --------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - --------------------------------------------------------------------------------------- Unit value $ 11.17 $ 10.63 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,957 563 -- -- - --------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - --------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------- EQ/Long Term Bond - --------------------------------------------------------------------------------------- Unit value $ 9.99 $ 9.98 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 878 743 -- -- - --------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - --------------------------------------------------------------------------------------- Unit value $ 12.19 $ 10.58 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,163 874 -- -- - --------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - --------------------------------------------------------------------------------------- Unit value $ 11.68 $ 10.54 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,248 527 -- -- - --------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - --------------------------------------------------------------------------------------- Unit value $ 12.30 $ 11.13 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,585 2,163 -- -- - --------------------------------------------------------------------------------------- EQ/Marsico Focus - --------------------------------------------------------------------------------------- Unit value $ 13.45 $ 12.51 $ 11.49 $ 10.57 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 20,022 11,881 5,249 435 - --------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - --------------------------------------------------------------------------------------- Unit value $ 14.30 $ 12.02 $ 11.87 $ 10.92 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,785 4,888 3,020 210 - --------------------------------------------------------------------------------------- EQ/Mercury International Value - --------------------------------------------------------------------------------------- Unit value $ 17.89 $ 14.47 $ 13.27 $ 11.09 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,223 4,026 1,161 30 - --------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - --------------------------------------------------------------------------------------- Unit value $ 12.89 $ 12.16 $ 11.34 $ 10.24 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,215 705 369 29 - --------------------------------------------------------------------------------------- EQ/MFS Investors Trust - --------------------------------------------------------------------------------------- Unit value $ 13.56 $ 12.21 $ 11.58 $ 10.57 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,455 1,271 643 69 - --------------------------------------------------------------------------------------- EQ/Money Market - --------------------------------------------------------------------------------------- Unit value $ 10.24 $ 9.97 $ 9.87 $ 9.96 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,632 2,041 1,005 42 - --------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - --------------------------------------------------------------------------------------- Unit value $ 4.79 $ 4.51 $ 4.35 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,430 883 38 -- - --------------------------------------------------------------------------------------- EQ/Mutual Shares - --------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,470 -- -- -- - --------------------------------------------------------------------------------------- EQ/Oppenheimer Global - --------------------------------------------------------------------------------------- Unit value $ 11.08 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 367 -- -- -- - --------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - --------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 133 -- -- -- - --------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - --------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 182 -- -- -- - --------------------------------------------------------------------------------------- EQ/PIMCO Real Return - --------------------------------------------------------------------------------------- Unit value $ 9.79 $ 9.91 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,303 3,300 -- -- - --------------------------------------------------------------------------------------- EQ/Short Duration Bond - --------------------------------------------------------------------------------------- Unit value $ 10.18 $ 9.96 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,594 402 -- -- - --------------------------------------------------------------------------------------- A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - --------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------- 2006 2005 2004 2003 - --------------------------------------------------------------------------------------- EQ/Small Cap Value - --------------------------------------------------------------------------------------- Unit value $ 14.80 $ 12.96 $ 12.59 $ 10.93 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,719 5,307 2,979 191 - --------------------------------------------------------------------------------------- EQ/Small Company Growth - --------------------------------------------------------------------------------------- Unit value $ 8.58 $ 7.91 $ 7.49 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,530 1,416 31 -- - --------------------------------------------------------------------------------------- EQ/Small Company Index - --------------------------------------------------------------------------------------- Unit value $ 14.72 $ 12.72 $ 12.40 $ 10.71 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,061 2,210 1,215 79 - --------------------------------------------------------------------------------------- EQ/TCW Equity - --------------------------------------------------------------------------------------- Unit value $ 15.61 $ 16.53 $ 16.17 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 907 526 22 -- - --------------------------------------------------------------------------------------- EQ/Templeton Growth - --------------------------------------------------------------------------------------- Unit value $ 10.75 -- -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,001 -- -- -- - --------------------------------------------------------------------------------------- EQ/UBS Growth and Income - --------------------------------------------------------------------------------------- Unit value $ 6.10 $ 5.43 $ 5.07 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,346 952 71 -- - --------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - --------------------------------------------------------------------------------------- Unit value $ 11.86 $ 10.41 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,856 2,852 -- -- - --------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - --------------------------------------------------------------------------------------- Unit value $ 24.59 $ 18.24 $ 13.97 $ 11.48 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,050 3,408 1,047 46 - --------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - --------------------------------------------------------------------------------------- Unit value $ 13.27 $ 12.35 -- -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,350 533 -- -- - --------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - --------------------------------------------------------------------------------------- Unit value $ 14.13 $ 11.81 $ 11.36 -- - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,072 137 6 -- - --------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - --------------------------------------------------------------------------------------- Unit value $ 22.87 $ 16.89 $ 14.71 $ 10.99 - --------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,729 2,639 1,107 41 - --------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-5 Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) Elite(SM) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Elite(SM) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) Elite(SM) QP contract to fund a plan for the contract's features and benefits other than tax deferral after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. B-1 Appendix II: Purchase considerations for QP contracts Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - --------------------------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 5.00% 9.00% - --------------------------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - --------------------------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - --------------------------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - --------------------------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - --------------------------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - --------------------------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - --------------------------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - --------------------------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - --------------------------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - --------------------------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - --------------------------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 -------------- = ---------------- where j is either 5% or 9% (D/365) (1,461/365) (l+j) (1+j) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 --------------- = ------------------- (D/365) (1,461/365) (l+h) (1+0.07) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = ------------------ (D/365) (1,461/365) (1+h) (1+0.07) Appendix III: Market value adjustment example C-1 Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options) , no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - ------------------------------------------------------------------------------------------------------- End of contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced year Account value enhanced death benefit enhanced death benefit death benefit - ------------------------------------------------------------------------------------------------------- 1 $105,000 $ 106,000(3) $ 105,000(1) $ 105,000(5) - ------------------------------------------------------------------------------------------------------- 2 $115,500 $ 112,360(3) $ 115,500(1) $ 115,500(5) - ------------------------------------------------------------------------------------------------------- 3 $129,360 $ 119,102(3) $ 129,360(1) $ 129,360(5) - ------------------------------------------------------------------------------------------------------- 4 $103,488 $ 126,248(4) $ 129,360(2) $ 135,828(6) - ------------------------------------------------------------------------------------------------------- 5 $113,837 $ 133,823(4) $ 129,360(2) $ 142,296(6) - ------------------------------------------------------------------------------------------------------- 6 $127,497 $ 141,852(4) $ 129,360(2) $ 148,764(6) - ------------------------------------------------------------------------------------------------------- 7 $127,497 $ 150,363(4) $ 129,360(2) $ 155,232(6) - ------------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. D-1 Appendix IV: Enhanced death benefit example Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Elite(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying portfolios (as described below), the corresponding net annual rates of return would be (2.96)% and 3.04% for the Accumulator(R) Elite(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 Guaranteed minimum death benefit charge, Earnings enhancements benefit charge, the Guaranteed minimum income benefit charge, and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios, as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix V: Hypothetical illustrations E-1 Variable deferred annuity Accumulator(R) Elite(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 Lifetime Annual or Annual Ratchet Guaranteed Minimum to age 85 Income Benefit Guaranteed Total Death Benefit ---------------------------------- Minimum Death with the Earnings Guaranteed Hypothetical Account Value Cash Value Benefit enhancement benefit Income Income Contract ------------------- ------------------ ------------------- ------------------- ----------------- ---------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ----- --------- --------- --------- -------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 92,000 92,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,375 101,354 88,375 94,354 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 90,824 102,666 84,824 96,666 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 86,338 103,928 81,338 98,928 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 81,911 105,134 81,911 105,134 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 77,536 106,278 77,536 106,278 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 73,204 107,353 73,204 107,353 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 68,909 108,349 68,909 108,349 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 64,643 109,260 64,643 109,260 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 60,398 110,076 60,398 110,076 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 39,151 112,361 39,151 112,361 226,090 226,090 276,527 276,527 14,266 14,266 14,266 14,266 79 20 17,094 110,481 17,094 110,481 302,560 302,560 383,584 383,584 20,393 20,393 20,393 20,393 84 25 0 102,327 0 102,327 0 404,893 0 493,179 0 34,821 0 34,821 89 30 0 100,105 0 100,105 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 100,670 0 100,670 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 100,792 0 100,792 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. E-2 Appendix V: Hypothetical illustrations Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3000 withdrawal $6000 withdrawal ---------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 ---------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 ---------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death benefit less net contributions (prior to the withdrawal C in D). 4,000 4,000 4,000 B minus A. ---------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 ---------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero ---------------------------------------------------------------------------------------------------------------- Net contributions (adjusted for the withdrawal in D) F A minus E 100,000 100,000 98,000 ---------------------------------------------------------------------------------------------------------------- Death benefit (adjusted for the withdrawal in D) G B minus D 104,000 101,000 98,000 ---------------------------------------------------------------------------------------------------------------- Death benefit less net contributions H G minus F 4,000 1,000 0 ---------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% ---------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit J H times I 1,600 400 0 ---------------------------------------------------------------------------------------------------------------- Death benefit: Including Earnings enhancement benefit K G plus J 105,600 101,400 98,000 ---------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. Appendix VI: Earnings enhancement benefit example F-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Elite(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) ELITE(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right If you reside in the state of California and you are age 60 to cancel within a certain number of days" and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ G-1 Appendix VII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA See "Disability, terminal illness, or confinement o Item (iii) under this section is deleted in its entirety. to nursing home" under "withdrawal charge" in "Charges and expenses" Required disclosure for Pennsylvania customers Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA Not Available contracts Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Charges that AXA Equitable deducts" under o We will deduct the annual administrative charge, on a "Annual administrative charge" in "Charges and pro rata basis, only from your value in the variable expenses" investment options. We will not deduct this charge from your value in the guaranteed interest option. - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option Not available Investment simplifier -- Fixed-dollar option Not available and Interest sweep option Fixed maturity options Not available Income Manager(SM) payout option Not available Earnings enhancement benefit Not available Special dollar cost averaging program o Available only at issue o Subsequent contributions cannot be used to elect new programs. You may make subsequent contributions to the initial programs while they are still running. See "Guaranteed minimum death benefit/Guaranteed Your "Greater of 4% Roll-Up to Age 85 or Annual Ratchet minimum income benefit roll-up benefit benefit to age 85 enhanced death benefit" benefit base will reset base reset" in "Contract features and benefits" only if your account value is greater than your Guaranteed minimum income benefit base. See "Guaranteed minimum death benefit" in You have a choice of the standard death benefit, Annual "Contract features and benefits" Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges The annual administrative charge will be deducted from the and expenses" value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" The 10% free withdrawal amount applies to full surrenders. See "Withdrawal charge" in "Charges and expenses" The annuitant has qualified to receive Social Security under "Disability, terminal illness, or disability benefits as certified by the Social Security confinement to nursing home" Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total disability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VII: State contract availability and/or variations of certain features and benefits G-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Elite(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Elite(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) Elite(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip x01481/Elite '02, '04, '06 Jumpstart '07 and '07 Series Accumulator(R) Elite(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) ELITE(SM)? Accumulator(R) Elite(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option, fixed maturity options or the account for special dollar cost averaging ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option, the fixed maturity option and the account for special dollar cost averaging, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $10,000 is required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01465 Elite Jumpstart 07 Series/new biz only (R-4/15) Contents of this Prospectus - -------------------------------------------------------------------- - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. ACCUMULATOR(R) ELITE(SM) - ------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Elite(SM) at a glance -- key features 9 - ------------------------------------------------------------------------------- FEE TABLE 11 - ------------------------------------------------------------------------------- Example 15 Condensed financial information 19 - ------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - ------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 24 How you can make your contributions 24 What are your investment options under the contract? 24 Portfolios of the Trusts 25 Allocating your contributions 31 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 33 Annuity purchase factors 34 Guaranteed minimum income benefit option 34 Guaranteed minimum death benefit 37 Guaranteed withdrawal benefit for life ("GWBL") 38 Principal guarantee benefits 42 Inherited IRA beneficiary continuation contract 42 Your right to cancel within a certain number of days 43 - ------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 45 - ------------------------------------------------------------------------------- Your account value and cash value 45 Your contract's value in the variable investment options 45 Your contract's value in the guaranteed interest option 45 Your contract's value in the fixed maturity options 45 Your contract's value in the account for special dollar cost averaging 45 Insufficient account value 45 - ------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 47 - ------------------------------------------------------------------------------- Transferring your account value 47 Disruptive transfer activity 47 Rebalancing your account value 48 2 Contents of this Prospectus - ------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 50 - ------------------------------------------------------------------------------- Withdrawing your account value 50 How withdrawals are taken from your account value 52 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 52 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 52 Withdrawals treated as surrenders 53 Loans under Rollover TSA contracts 53 Surrendering your contract to receive its cash value 54 When to expect payments 54 Your annuity payout options 54 - ------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 57 - ------------------------------------------------------------------------------- Charges that AXA Equitable deducts 57 Charges that the Trusts deduct 60 Group or sponsored arrangements 60 Other distribution arrangements 61 - ------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 62 - ------------------------------------------------------------------------------- Your beneficiary and payment of benefit 62 Beneficiary continuation option 64 - ------------------------------------------------------------------------------- 7. TAX INFORMATION 66 - ------------------------------------------------------------------------------- Overview 66 Buying a contract to fund a retirement arrangement 66 Transfers among investment options 66 Taxation of nonqualified annuities 66 Individual retirement arrangements (IRAs) 68 Tax-Sheltered Annuity contracts (TSAs) 78 Federal and state income tax withholding and information reporting 81 Special rules for contracts funding qualified plans 82 Impact of taxes to AXA Equitable 82 - ------------------------------------------------------------------------------- 8. MORE INFORMATION 83 - ------------------------------------------------------------------------------- About our Separate Account No. 49 83 About the Trusts 83 About our fixed maturity options 83 About the general account 84 About other methods of payment 85 Dates and prices at which contract events occur 85 About your voting rights 86 About legal proceedings 86 Financial statements 86 Transfers of ownership, collateral assignments, loans and borrowing 86 About Custodial IRAs 87 Distribution of the contracts 87 - ------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 89 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- APPENDICES - ------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 - ------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - ------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - ------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 6% Roll-Up to age 85 33 account value 45 administrative charge 57 annual administrative charge 57 Annual Ratchet 40 Annual Ratchet to age 85 enhanced death benefit 33 annuitant 20 annuitization 54 annuity maturity date 56 annuity payout options 54 annuity purchase factors 34 automatic investment program 85 AXA Allocation portfolios cover beneficiary 62 Beneficiary continuation option ("BCO") 64 benefit base 39 business day 85 cash value 45 charges for state premium and other applicable taxes 60 contract date 24 contract date anniversary 24 contract year 24 contributions to Roth IRAs 75 regular contributions 75 rollovers and direct transfers 75 conversion contributions 76 contributions to traditional IRAs 69 regular contributions 69 rollovers and transfers 71 disability, terminal illness or confinement to nursing home 58 disruptive transfer activity 47 distribution charge 57 Earnings enhancement benefit 37 Earnings enhancement benefit charge 60 EQAccess 7 ERISA 53 fixed-dollar option 32 fixed maturity options 30 free look 43 free withdrawal amount 58 general account 84 general dollar cost averaging 32 guaranteed interest option 30 Guaranteed minimum death benefit 37 Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option 34 Guaranteed minimum income benefit 34 Guaranteed minimum income benefit charge 59 Guaranteed minimum income benefit "no lapse guarantee" 35 Guaranteed withdrawal benefit for life 38 Guaranteed withdrawal benefit for life charge 38 Inherited IRA cover investment options cover Term Prospectus Investment simplifier 32 IRA cover IRS 66 lifetime required minimum distribution withdrawals 51 loan reserve account 53 loans under rollover TSA 53 market adjusted amount 30 market timing 47 market value adjustment 30 maturity dates 30 maturity value 30 Mortality and expense risks charge 57 NQ cover partial withdrawals 38 permitted variable investment options 24 portfolio cover Principal guarantee benefits 42 processing office 7 QP cover rate to maturity 30 Rebalancing 33 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 31 Separate Account No. 49 83 special dollar cost averaging 31 Spousal continuation 63 standard death benefit 33 substantially equal withdrawals 51 systematic withdrawals 51 TOPS 7 TSA cover traditional IRA cover Trusts 83 unit 45 variable investment options 24 wire transmittals and electronic applications 85 withdrawal charge 58 4 Index of key words and phrases To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Your financial professional can provide further explanation about your contract or supplemental materials. - ------------------------------------------------------------------------------------------------------------------------------------ Prospectus Contract or Supplemental Materials - ------------------------------------------------------------------------------------------------------------------------------------ fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal Guaranteed withdrawal benefit for life Annual withdrawal amount amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - ------------------------------------------------------------------------------------------------------------------------------------ Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) c/o JPMorgan Chase - Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - -------------------------------------------------------------------------------- Accumulator(R) Elite(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) special dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) special dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Elite(SM) at a glance -- key features - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator(R) Elite(SM)'s variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Account for special dollar Available for dollar cost averaging all or a portion of any eligible contribution to your cost averaging contract. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. ------------------------------------------------------------------------------------------------------- o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA) or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during your life once you income benefit elect to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal The Guaranteed withdrawal benefit for life option ("GWBL") guarantees that you can take withdrawals benefit for life up to a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Initial minimum: $10,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $1,000 (Inherited IRA contracts) $50 (IRA contracts) ------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of the first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Elite(SM) at a glance -- key features 9 Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - -------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - -------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness, confinement to a nursing home and certain other withdrawals o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset - -------------------------------------------------------------------------------- Fees and charges Please see "Fee table" later in this section for complete details. - -------------------------------------------------------------------------------- Owner and annuitant issue NQ: 0-85 ages Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 Inherited IRA: 0-70 QP: 20-75 - -------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. Other contracts We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 Accumulator(R) Elite(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------------------------ Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 8.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - ------------------------------------------------------------------------------------------------------------ The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - ------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------------------------ Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ------------------------------------------------------------------------------------------------------------ Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10% Administrative 0.30% Distribution 0.25% ---- Total Separate account annual expenses 1.65% - ------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value each year if you elect any of the following optional benefits - ------------------------------------------------------------------------------------------------------------ Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.65% GWBL Enhanced death benefit 0.30% - ------------------------------------------------------------------------------------------------------------ Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anni- versary for which the benefit is in effect.) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - ------------------------------------------------------------------------------------------------------------ Guaranteed minimum income benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.65% - ------------------------------------------------------------------------------------------------------------ Fee table 11 - ------------------------------------------------------------------------------------------------------------ Earnings enhancement benefit charge (calculated as a percent- age of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.35% - ------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal benefit for life benefit charge (calcu- 0.60% for the Single Life option lated as a percentage of the GWBL benefit base. Deducted annually (2) 0.75% for the Joint Life option on each contract date anniversary.) If your GWBL benefit base ratchets, we reserve the right to increase 0.75% for the Single Life option your charge up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------ Net loan interest charge - Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(4) - ------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that Lowest Highest are deducted from Portfolio assets including management fees, 12b-1 fees, ------ ------- service fees, and/or other expenses)(5) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Total Acquired Annual Fee Net Total Fund Fees Expenses Waivers Annual and (Before and/or Expenses Manage- Expenses Expense Expense (After ment 12b-1 Other Underlying Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) Portfolios(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% - ------------------------------------------------------------------------------------------------------------------------------------ 12 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ Total Acquired Annual Fee Net Total Fund Fees Expenses Waivers Annual and (Before and/or Expenses Manage- Expenses Expense Expense (After ment 12b-1 Other Underlying Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) Portfolios(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 13 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable The withdrawal charge percentage we use is determined by the contract year Contract in which you make the withdrawal or surrender your contract. For each Year contribution, we consider the contract year in which we receive that 1.......................8.00% contribution to be "contract year 1") 2.......................7.00% 3.......................6.00% 4.......................5.00% 5+......................0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (4) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (5) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (6) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (10) for any expense limitation agreement information. (7) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (8) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (10) for any expense limitation agreement information. (9) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (10) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A"--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - ------------------------------------------------------------------ Portfolio Name - ------------------------------------------------------------------ Multimanager Aggressive Equity 1.03% Multimanager Health Care 1.63% Multimanager International Equity 1.52% Multimanager Large Cap Core Equity 1.33% Multimanager Large Cap Growth 1.33% Multimanager Large Cap Value 1.31% Multimanager Mid Cap Growth 1.52% Multimanager Mid Cap Value 1.58% Multimanager Technology 1.64% EQ/AllianceBernstein Common Stock 0.83% EQ/AllianceBernstein Growth and Income 0.92% EQ/AllianceBernstein Large Cap Growth 1.03% EQ/AllianceBernstein Small Cap Growth 1.11% EQ/AllianceBernstein Value 0.94% EQ/Ariel Appreciation II 1.01% EQ/BlackRock Basic Value Equity 0.93% EQ/Capital Guardian Growth 0.94% EQ/Capital Guardian Research 0.94% EQ/Capital Guardian U.S. Equity 0.94% EQ/Davis New York Venture 1.27% EQ/Evergreen Omega 1.05% EQ/FI Mid Cap 0.97% EQ/FI Mid Cap Value 1.09% - ------------------------------------------------------------------ 14 Fee table - ------------------------------------------------------------------ Portfolio Name - ------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 1.37% EQ/GAMCO Small Company Value 1.16% EQ/Janus Large Cap Growth 1.14% EQ/Legg Mason Value Equity 0.97% EQ/Lord Abbett Growth and Income 0.99% EQ/Lord Abbett Large Cap Core 0.99% EQ/Marsico Focus 1.14% EQ/MFS Emerging Growth Companies 1.03% EQ/MFS Investors Trust 0.94% EQ/Montag & Caldwell Growth 1.13% EQ/Mutual Shares 1.30% EQ/Small Cap Value 1.02% EQ/UBS Growth and Income 1.03% EQ/Van Kampen Comstock 0.99% EQ/Van Kampen Emerging Markets Equity 1.75% EQ/Van Kampen Mid Cap Growth 1.01% EQ/Wells Fargo Montgomery Small Cap 1.20% - ------------------------------------------------------------------ EXAMPLE This example is intended to help you comp are the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of 0.008% of contract value. The fixed maturity options, guaranteed interest option and the account for special dollar cost averaging are not covered by the fee table and example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the account for special dollar cost averaging. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 15 - ----------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,300.00 $ 2,125.00 $ 2,585.00 $ 5,397.00 AXA Conservative Allocation $ 1,279.00 $ 2,064.00 $ 2,487.00 $ 5,223.00 AXA Conservative-Plus Allocation $ 1,280.00 $ 2,067.00 $ 2,492.00 $ 5,232.00 AXA Moderate Allocation $ 1,295.00 $ 2,099.00 $ 2,520.00 $ 5,276.00 AXA Moderate-Plus Allocation $ 1,293.00 $ 2,104.00 $ 2,551.00 $ 5,337.00 Multimanager Aggressive Equity* $ 1,259.00 $ 2,006.00 $ 2,394.00 $ 5,055.00 Multimanager Core Bond* $ 1,256.00 $ 1,997.00 $ 2,379.00 $ 5,028.00 Multimanager Health Care* $ 1,325.00 $ 2,198.00 $ 2,701.00 $ 5,602.00 Multimanager High Yield* $ 1,255.00 $ 1,994.00 $ 2,374.00 $ 5,019.00 Multimanager International Equity* $ 1,309.00 $ 2,152.00 $ 2,628.00 $ 5,475.00 Multimanager Large Cap Core Equity* $ 1,291.00 $ 2,098.00 $ 2,541.00 $ 5,320.00 Multimanager Large Cap Growth* $ 1,293.00 $ 2,104.00 $ 2,551.00 $ 5,337.00 Multimanager Large Cap Value* $ 1,291.00 $ 2,098.00 $ 2,541.00 $ 5,320.00 Multimanager Mid Cap Growth* $ 1,313.00 $ 2,161.00 $ 2,643.00 $ 5,500.00 Multimanager Mid Cap Value* $ 1,316.00 $ 2,170.00 $ 2,657.00 $ 5,526.00 Multimanager Technology* $ 1,325.00 $ 2,198.00 $ 2,701.00 $ 5,602.00 - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,238.00 $ 1,945.00 $ 2,295.00 $ 4,873.00 EQ/AllianceBernstein Growth and Income++ $ 1,246.00 $ 1,969.00 $ 2,334.00 $ 4,946.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,242.00 $ 1,957.00 $ 2,314.00 $ 4,910.00 EQ/AllianceBernstein International $ 1,271.00 $ 2,040.00 $ 2,448.00 $ 5,153.00 EQ/AllianceBernstein Large Cap Growth $ 1,281.00 $ 2,070.00 $ 2,497.00 $ 5,241.00 EQ/AllianceBernstein Quality Bond $ 1,242.00 $ 1,957.00 $ 2,314.00 $ 4,910.00 EQ/AllianceBernstein Small Cap Growth $ 1,266.00 $ 2,028.00 $ 2,428.00 $ 5,117.00 EQ/AllianceBernstein Value $ 1,252.00 $ 1,985.00 $ 2,359.00 $ 4,991.00 EQ/Ariel Appreciation II $ 1,307.00 $ 2,146.00 $ 2,619.00 $ 5,458.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,473.00 $ 2,617.00 $ 3,357.00 $ 6,698.00 EQ/BlackRock Basic Value Equity* $ 1,248.00 $ 1,973.00 $ 2,339.00 $ 4,955.00 EQ/BlackRock International Value* $ 1,283.00 $ 2,076.00 $ 2,507.00 $ 5,259.00 EQ/Boston Advisors Equity Income $ 1,270.00 $ 2,037.00 $ 2,443.00 $ 5,144.00 EQ/Calvert Socially Responsible $ 1,270.00 $ 2,037.00 $ 2,443.00 $ 5,144.00 EQ/Capital Guardian Growth $ 1,260.00 $ 2,009.00 $ 2,399.00 $ 5,063.00 EQ/Capital Guardian International+ $ 1,284.00 $ 2,079.00 $ 2,512.00 $ 5,267.00 EQ/Capital Guardian Research $ 1,257.00 $ 2,000.00 $ 2,384.00 $ 5,037.00 EQ/Capital Guardian U.S. Equity++ $ 1,257.00 $ 2,000.00 $ 2,384.00 $ 5,037.00 EQ/Caywood-Scholl High Yield Bond $ 1,257.00 $ 2,000.00 $ 2,384.00 $ 5,037.00 EQ/Davis New York Venture $ 1,342.00 $ 2,246.00 $ 2,777.00 $ 5,735.00 EQ/Equity 500 Index $ 1,215.00 $ 1,877.00 $ 2,184.00 $ 4,669.00 EQ/Evergreen International Bond $ 1,273.00 $ 2,046.00 $ 2,458.00 $ 5,170.00 EQ/Evergreen Omega $ 1,265.00 $ 2,025.00 $ 2,423.00 $ 5,108.00 - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 2,125.00 $ 2,585.00 $ 5,397.00 AXA Conservative Allocation N/A $ 2,064.00 $ 2,487.00 $ 5,223.00 AXA Conservative-Plus Allocation N/A $ 2,067.00 $ 2,492.00 $ 5,232.00 AXA Moderate Allocation N/A $ 2,099.00 $ 2,520.00 $ 5,276.00 AXA Moderate-Plus Allocation N/A $ 2,104.00 $ 2,551.00 $ 5,337.00 Multimanager Aggressive Equity* N/A $ 2,006.00 $ 2,394.00 $ 5,055.00 Multimanager Core Bond* N/A $ 1,997.00 $ 2,379.00 $ 5,028.00 Multimanager Health Care* N/A $ 2,198.00 $ 2,701.00 $ 5,602.00 Multimanager High Yield* N/A $ 1,994.00 $ 2,374.00 $ 5,019.00 Multimanager International Equity* N/A $ 2,152.00 $ 2,628.00 $ 5,475.00 Multimanager Large Cap Core Equity* N/A $ 2,098.00 $ 2,541.00 $ 5,320.00 Multimanager Large Cap Growth* N/A $ 2,104.00 $ 2,551.00 $ 5,337.00 Multimanager Large Cap Value* N/A $ 2,098.00 $ 2,541.00 $ 5,320.00 Multimanager Mid Cap Growth* N/A $ 2,161.00 $ 2,643.00 $ 5,500.00 Multimanager Mid Cap Value* N/A $ 2,170.00 $ 2,657.00 $ 5,526.00 Multimanager Technology* N/A $ 2,198.00 $ 2,701.00 $ 5,602.00 - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 1,945.00 $ 2,295.00 $ 4,873.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,969.00 $ 2,334.00 $ 4,946.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,957.00 $ 2,314.00 $ 4,910.00 EQ/AllianceBernstein International N/A $ 2,040.00 $ 2,448.00 $ 5,153.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,070.00 $ 2,497.00 $ 5,241.00 EQ/AllianceBernstein Quality Bond N/A $ 1,957.00 $ 2,314.00 $ 4,910.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,028.00 $ 2,428.00 $ 5,117.00 EQ/AllianceBernstein Value N/A $ 1,985.00 $ 2,359.00 $ 4,991.00 EQ/Ariel Appreciation II N/A $ 2,146.00 $ 2,619.00 $ 5,458.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,617.00 $ 3,357.00 $ 6,698.00 EQ/BlackRock Basic Value Equity* N/A $ 1,973.00 $ 2,339.00 $ 4,955.00 EQ/BlackRock International Value* N/A $ 2,076.00 $ 2,507.00 $ 5,259.00 EQ/Boston Advisors Equity Income N/A $ 2,037.00 $ 2,443.00 $ 5,144.00 EQ/Calvert Socially Responsible N/A $ 2,037.00 $ 2,443.00 $ 5,144.00 EQ/Capital Guardian Growth N/A $ 2,009.00 $ 2,399.00 $ 5,063.00 EQ/Capital Guardian International+ N/A $ 2,079.00 $ 2,512.00 $ 5,267.00 EQ/Capital Guardian Research N/A $ 2,000.00 $ 2,384.00 $ 5,037.00 EQ/Capital Guardian U.S. Equity++ N/A $ 2,000.00 $ 2,384.00 $ 5,037.00 EQ/Caywood-Scholl High Yield Bond N/A $ 2,000.00 $ 2,384.00 $ 5,037.00 EQ/Davis New York Venture N/A $ 2,246.00 $ 2,777.00 $ 5,735.00 EQ/Equity 500 Index N/A $ 1,877.00 $ 2,184.00 $ 4,669.00 EQ/Evergreen International Bond N/A $ 2,046.00 $ 2,458.00 $ 5,170.00 EQ/Evergreen Omega N/A $ 2,025.00 $ 2,423.00 $ 5,108.00 - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 500.00 $ 1,525.00 $ 2,585.00 $ 5,397.00 AXA Conservative Allocation $ 479.00 $ 1,464.00 $ 2,487.00 $ 5,223.00 AXA Conservative-Plus Allocation $ 480.00 $ 1,467.00 $ 2,492.00 $ 5,232.00 AXA Moderate Allocation $ 495.00 $ 1,499.00 $ 2,520.00 $ 5,276.00 AXA Moderate-Plus Allocation $ 493.00 $ 1,504.00 $ 2,551.00 $ 5,337.00 Multimanager Aggressive Equity* $ 459.00 $ 1,406.00 $ 2,394.00 $ 5,055.00 Multimanager Core Bond* $ 456.00 $ 1,397.00 $ 2,379.00 $ 5,028.00 Multimanager Health Care* $ 525.00 $ 1,598.00 $ 2,701.00 $ 5,602.00 Multimanager High Yield* $ 455.00 $ 1,394.00 $ 2,374.00 $ 5,019.00 Multimanager International Equity* $ 509.00 $ 1,552.00 $ 2,628.00 $ 5,475.00 Multimanager Large Cap Core Equity* $ 491.00 $ 1,498.00 $ 2,541.00 $ 5,320.00 Multimanager Large Cap Growth* $ 493.00 $ 1,504.00 $ 2,551.00 $ 5,337.00 Multimanager Large Cap Value* $ 491.00 $ 1,498.00 $ 2,541.00 $ 5,320.00 Multimanager Mid Cap Growth* $ 513.00 $ 1,561.00 $ 2,643.00 $ 5,500.00 Multimanager Mid Cap Value* $ 516.00 $ 1,570.00 $ 2,657.00 $ 5,526.00 Multimanager Technology* $ 525.00 $ 1,598.00 $ 2,701.00 $ 5,602.00 - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 438.00 $ 1,345.00 $ 2,295.00 $ 4,873.00 EQ/AllianceBernstein Growth and Income++ $ 446.00 $ 1,369.00 $ 2,334.00 $ 4,946.00 EQ/AllianceBernstein Intermediate Government Securities $ 442.00 $ 1,357.00 $ 2,314.00 $ 4,910.00 EQ/AllianceBernstein International $ 471.00 $ 1,440.00 $ 2,448.00 $ 5,153.00 EQ/AllianceBernstein Large Cap Growth $ 481.00 $ 1,470.00 $ 2,497.00 $ 5,241.00 EQ/AllianceBernstein Quality Bond $ 442.00 $ 1,357.00 $ 2,314.00 $ 4,910.00 EQ/AllianceBernstein Small Cap Growth $ 466.00 $ 1,428.00 $ 2,428.00 $ 5,117.00 EQ/AllianceBernstein Value $ 452.00 $ 1,385.00 $ 2,359.00 $ 4,991.00 EQ/Ariel Appreciation II $ 507.00 $ 1,546.00 $ 2,619.00 $ 5,458.00 EQ/AXA Rosenberg Value Long/Short Equity $ 673.00 $ 2,017.00 $ 3,357.00 $ 6,698.00 EQ/BlackRock Basic Value Equity* $ 448.00 $ 1,373.00 $ 2,339.00 $ 4,955.00 EQ/BlackRock International Value* $ 483.00 $ 1,476.00 $ 2,507.00 $ 5,259.00 EQ/Boston Advisors Equity Income $ 470.00 $ 1,437.00 $ 2,443.00 $ 5,144.00 EQ/Calvert Socially Responsible $ 470.00 $ 1,437.00 $ 2,443.00 $ 5,144.00 EQ/Capital Guardian Growth $ 460.00 $ 1,409.00 $ 2,399.00 $ 5,063.00 EQ/Capital Guardian International+ $ 484.00 $ 1,479.00 $ 2,512.00 $ 5,267.00 EQ/Capital Guardian Research $ 457.00 $ 1,400.00 $ 2,384.00 $ 5,037.00 EQ/Capital Guardian U.S. Equity++ $ 457.00 $ 1,400.00 $ 2,384.00 $ 5,037.00 EQ/Caywood-Scholl High Yield Bond $ 457.00 $ 1,400.00 $ 2,384.00 $ 5,037.00 EQ/Davis New York Venture $ 542.00 $ 1,646.00 $ 2,777.00 $ 5,735.00 EQ/Equity 500 Index $ 415.00 $ 1,277.00 $ 2,184.00 $ 4,669.00 EQ/Evergreen International Bond $ 473.00 $ 1,446.00 $ 2,458.00 $ 5,170.00 EQ/Evergreen Omega $ 465.00 $ 1,425.00 $ 2,423.00 $ 5,108.00 - ----------------------------------------------------------------------------------------------------- 16 Fee table - ----------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/FI Mid Cap $ 1,262.00 $ 2,015.00 $ 2,409.00 $ 5,081.00 EQ/FI Mid Cap Value+ $ 1,265.00 $ 2,025.00 $ 2,423.00 $ 5,108.00 EQ/Franklin Income $ 1,309.00 $ 2,152.00 $ 2,628.00 $ 5,475.00 EQ/Franklin Small Cap Value $ 1,480.00 $ 2,634.00 $ 3,384.00 $ 6,742.00 EQ/Franklin Templeton Founding Strategy** $ 1,315.00 $ 2,167.00 $ 2,653.00 $ 5,517.00 EQ/GAMCO Mergers and Acquisitions $ 1,304.00 $ 2,137.00 $ 2,604.00 $ 5,432.00 EQ/GAMCO Small Company Value $ 1,272.00 $ 2,043.00 $ 2,453.00 $ 5,162.00 EQ/International Growth $ 1,301.00 $ 2,128.00 $ 2,590.00 $ 5,406.00 EQ/Janus Large Cap Growth++ $ 1,285.00 $ 2,082.00 $ 2,517.00 $ 5,276.00 EQ/JPMorgan Core Bond $ 1,237.00 $ 1,942.00 $ 2,290.00 $ 4,864.00 EQ/JPMorgan Value Opportunities $ 1,255.00 $ 1,994.00 $ 2,374.00 $ 5,019.00 EQ/Legg Mason Value Equity $ 1,266.00 $ 2,028.00 $ 2,428.00 $ 5,117.00 EQ/Long Term Bond $ 1,236.00 $ 1,939.00 $ 2,285.00 $ 4,855.00 EQ/Lord Abbett Growth and Income $ 1,271.00 $ 2,040.00 $ 2,448.00 $ 5,153.00 EQ/Lord Abbett Large Cap Core $ 1,286.00 $ 2,086.00 $ 2,521.00 $ 5,285.00 EQ/Lord Abbett Mid Cap Value $ 1,267.00 $ 2,031.00 $ 2,433.00 $ 5,126.00 EQ/Marsico Focus $ 1,278.00 $ 2,061.00 $ 2,482.00 $ 5,215.00 EQ/MFS Emerging Growth Companies+ $ 1,259.00 $ 2,006.00 $ 2,394.00 $ 5,055.00 EQ/MFS Investors Trust+ $ 1,255.00 $ 1,994.00 $ 2,374.00 $ 5,019.00 EQ/Money Market $ 1,224.00 $ 1,905.00 $ 2,230.00 $ 4,753.00 EQ/Montag & Caldwell Growth $ 1,271.00 $ 2,040.00 $ 2,448.00 $ 5,153.00 EQ/Mutual Shares $ 1,322.00 $ 2,189.00 $ 2,686.00 $ 5,576.00 EQ/Oppenheimer Global $ 1,412.00 $ 2,446.00 $ 3,092.00 $ 6,268.00 EQ/Oppenheimer Main Street Opportunity $ 1,430.00 $ 2,496.00 $ 3,170.00 $ 6,397.00 EQ/Oppenheimer Main Street Small Cap $ 1,425.00 $ 2,481.00 $ 3,147.00 $ 6,359.00 EQ/PIMCO Real Return $ 1,252.00 $ 1,985.00 $ 2,359.00 $ 4,991.00 EQ/Short Duration Bond $ 1,235.00 $ 1,936.00 $ 2,280.00 $ 4,845.00 EQ/Small Cap Value+ $ 1,267.00 $ 2,031.00 $ 2,433.00 $ 5,126.00 EQ/Small Company Growth+ $ 1,298.00 $ 2,119.00 $ 2,575.00 $ 5,380.00 EQ/Small Company Index $ 1,219.00 $ 1,889.00 $ 2,204.00 $ 4,706.00 EQ/TCW Equity++ $ 1,276.00 $ 2,055.00 $ 2,473.00 $ 5,197.00 EQ/Templeton Growth $ 1,342.00 $ 2,246.00 $ 2,777.00 $ 5,735.00 EQ/UBS Growth and Income $ 1,272.00 $ 2,043.00 $ 2,453.00 $ 5,162.00 EQ/Van Kampen Comstock $ 1,263.00 $ 2,018.00 $ 2,413.00 $ 5,090.00 EQ/Van Kampen Emerging Markets Equity $ 1,335.00 $ 2,225.00 $ 2,744.00 $ 5,677.00 EQ/Van Kampen Mid Cap Growth $ 1,273.00 $ 2,046.00 $ 2,458.00 $ 5,170.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,307.00 $ 2,146.00 $ 2,619.00 $ 5,458.00 - ----------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ----------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,292.00 $ 2,101.00 $ 2,546.00 $ 5,328.00 - ----------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap N/A $ 2,015.00 $ 2,409.00 $ 5,081.00 EQ/FI Mid Cap Value+ N/A $ 2,025.00 $ 2,423.00 $ 5,108.00 EQ/Franklin Income N/A $ 2,152.00 $ 2,628.00 $ 5,475.00 EQ/Franklin Small Cap Value N/A $ 2,634.00 $ 3,384.00 $ 6,742.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,167.00 $ 2,653.00 $ 5,517.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,137.00 $ 2,604.00 $ 5,432.00 EQ/GAMCO Small Company Value N/A $ 2,043.00 $ 2,453.00 $ 5,162.00 EQ/International Growth N/A $ 2,128.00 $ 2,590.00 $ 5,406.00 EQ/Janus Large Cap Growth++ N/A $ 2,082.00 $ 2,517.00 $ 5,276.00 EQ/JPMorgan Core Bond N/A $ 1,942.00 $ 2,290.00 $ 4,864.00 EQ/JPMorgan Value Opportunities N/A $ 1,994.00 $ 2,374.00 $ 5,019.00 EQ/Legg Mason Value Equity N/A $ 2,028.00 $ 2,428.00 $ 5,117.00 EQ/Long Term Bond N/A $ 1,939.00 $ 2,285.00 $ 4,855.00 EQ/Lord Abbett Growth and Income N/A $ 2,040.00 $ 2,448.00 $ 5,153.00 EQ/Lord Abbett Large Cap Core N/A $ 2,086.00 $ 2,521.00 $ 5,285.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,031.00 $ 2,433.00 $ 5,126.00 EQ/Marsico Focus N/A $ 2,061.00 $ 2,482.00 $ 5,215.00 EQ/MFS Emerging Growth Companies+ N/A $ 2,006.00 $ 2,394.00 $ 5,055.00 EQ/MFS Investors Trust+ N/A $ 1,994.00 $ 2,374.00 $ 5,019.00 EQ/Money Market N/A $ 1,905.00 $ 2,230.00 $ 4,753.00 EQ/Montag & Caldwell Growth N/A $ 2,040.00 $ 2,448.00 $ 5,153.00 EQ/Mutual Shares N/A $ 2,189.00 $ 2,686.00 $ 5,576.00 EQ/Oppenheimer Global N/A $ 2,446.00 $ 3,092.00 $ 6,268.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,496.00 $ 3,170.00 $ 6,397.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,481.00 $ 3,147.00 $ 6,359.00 EQ/PIMCO Real Return N/A $ 1,985.00 $ 2,359.00 $ 4,991.00 EQ/Short Duration Bond N/A $ 1,936.00 $ 2,280.00 $ 4,845.00 EQ/Small Cap Value+ N/A $ 2,031.00 $ 2,433.00 $ 5,126.00 EQ/Small Company Growth+ N/A $ 2,119.00 $ 2,575.00 $ 5,380.00 EQ/Small Company Index N/A $ 1,889.00 $ 2,204.00 $ 4,706.00 EQ/TCW Equity++ N/A $ 2,055.00 $ 2,473.00 $ 5,197.00 EQ/Templeton Growth N/A $ 2,246.00 $ 2,777.00 $ 5,735.00 EQ/UBS Growth and Income N/A $ 2,043.00 $ 2,453.00 $ 5,162.00 EQ/Van Kampen Comstock N/A $ 2,018.00 $ 2,413.00 $ 5,090.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,225.00 $ 2,744.00 $ 5,677.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,046.00 $ 2,458.00 $ 5,170.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,146.00 $ 2,619.00 $ 5,458.00 - ------------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ N/A $ 2,101.00 $ 2,546.00 $ 5,328.00 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap $ 462.00 $ 1,415.00 $ 2,409.00 $ 5,081.00 EQ/FI Mid Cap Value+ $ 465.00 $ 1,425.00 $ 2,423.00 $ 5,108.00 EQ/Franklin Income $ 509.00 $ 1,552.00 $ 2,628.00 $ 5,475.00 EQ/Franklin Small Cap Value $ 680.00 $ 2,034.00 $ 3,384.00 $ 6,742.00 EQ/Franklin Templeton Founding Strategy** $ 515.00 $ 1,567.00 $ 2,653.00 $ 5,517.00 EQ/GAMCO Mergers and Acquisitions $ 504.00 $ 1,537.00 $ 2,604.00 $ 5,432.00 EQ/GAMCO Small Company Value $ 472.00 $ 1,443.00 $ 2,453.00 $ 5,162.00 EQ/International Growth $ 501.00 $ 1,528.00 $ 2,590.00 $ 5,406.00 EQ/Janus Large Cap Growth++ $ 485.00 $ 1,482.00 $ 2,517.00 $ 5,276.00 EQ/JPMorgan Core Bond $ 437.00 $ 1,342.00 $ 2,290.00 $ 4,864.00 EQ/JPMorgan Value Opportunities $ 455.00 $ 1,394.00 $ 2,374.00 $ 5,019.00 EQ/Legg Mason Value Equity $ 466.00 $ 1,428.00 $ 2,428.00 $ 5,117.00 EQ/Long Term Bond $ 436.00 $ 1,339.00 $ 2,285.00 $ 4,855.00 EQ/Lord Abbett Growth and Income $ 471.00 $ 1,440.00 $ 2,448.00 $ 5,153.00 EQ/Lord Abbett Large Cap Core $ 486.00 $ 1,486.00 $ 2,521.00 $ 5,285.00 EQ/Lord Abbett Mid Cap Value $ 467.00 $ 1,431.00 $ 2,433.00 $ 5,126.00 EQ/Marsico Focus $ 478.00 $ 1,461.00 $ 2,482.00 $ 5,215.00 EQ/MFS Emerging Growth Companies+ $ 459.00 $ 1,406.00 $ 2,394.00 $ 5,055.00 EQ/MFS Investors Trust+ $ 455.00 $ 1,394.00 $ 2,374.00 $ 5,019.00 EQ/Money Market $ 424.00 $ 1,305.00 $ 2,230.00 $ 4,753.00 EQ/Montag & Caldwell Growth $ 471.00 $ 1,440.00 $ 2,448.00 $ 5,153.00 EQ/Mutual Shares $ 522.00 $ 1,589.00 $ 2,686.00 $ 5,576.00 EQ/Oppenheimer Global $ 612.00 $ 1,846.00 $ 3,092.00 $ 6,268.00 EQ/Oppenheimer Main Street Opportunity $ 630.00 $ 1,896.00 $ 3,170.00 $ 6,397.00 EQ/Oppenheimer Main Street Small Cap $ 625.00 $ 1,881.00 $ 3,147.00 $ 6,359.00 EQ/PIMCO Real Return $ 452.00 $ 1,385.00 $ 2,359.00 $ 4,991.00 EQ/Short Duration Bond $ 435.00 $ 1,336.00 $ 2,280.00 $ 4,845.00 EQ/Small Cap Value+ $ 467.00 $ 1,431.00 $ 2,433.00 $ 5,126.00 EQ/Small Company Growth+ $ 498.00 $ 1,519.00 $ 2,575.00 $ 5,380.00 EQ/Small Company Index $ 419.00 $ 1,289.00 $ 2,204.00 $ 4,706.00 EQ/TCW Equity++ $ 476.00 $ 1,455.00 $ 2,473.00 $ 5,197.00 EQ/Templeton Growth $ 542.00 $ 1,646.00 $ 2,777.00 $ 5,735.00 EQ/UBS Growth and Income $ 472.00 $ 1,443.00 $ 2,453.00 $ 5,162.00 EQ/Van Kampen Comstock $ 463.00 $ 1,418.00 $ 2,413.00 $ 5,090.00 EQ/Van Kampen Emerging Markets Equity $ 535.00 $ 1,625.00 $ 2,744.00 $ 5,677.00 EQ/Van Kampen Mid Cap Growth $ 473.00 $ 1,446.00 $ 2,458.00 $ 5,170.00 EQ/Wells Fargo Montgomery Small Cap++ $ 507.00 $ 1,546.00 $ 2,619.00 $ 5,458.00 - ------------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ $ 492.00 $ 1,501.00 $ 2,546.00 $ 5,328.00 - ------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. Fee table 17 + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $10,000 for you to purchase a contract. You may make additional contributions of: (i) at least $500 each for NQ, QP and Rollover TSA contracts; (ii) $50 each for Rollover IRA and Roth conversion IRA contracts; and (iii) $1,000 for Inherited IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. In some states, our rules may vary. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The "annuitant" is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Limitations on Contract type issue ages Contributions Source of contributions contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ NQ 0 through 85 o $10,000 (initial) o After-tax money. o No additional contributions after attainment of age 87.* o $500 (additional) o Paid to us by check or transfer of contract value in a tax- o $100 monthly and $300 deferred exchange under quarterly under our Section 1035 of the Internal automatic investment Revenue Code. program (additional) - ------------------------------------------------------------------------------------------------------------------------------------ 20 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Limitations on Contract type issue ages Contributions Source of contribution contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Rollover IRA 20 through 85 o $10,000 (initial) o Eligible rollover distributions o No rollover or direct transfer from TSA contracts or other contributions after attainment o $50 (additional) 403(b) arrangements, qualified of age 87.* plans, and governmental o Contributions after age 70-1/2 employer 457(b) plans. must be net of required mini- o Rollovers from another tradi- mum distributions. tional individual retirement o Although we accept regular arrangement. IRA contributions o Direct custodian-to-custodian (limited to $4,000 for 2007 and transfers from another tradi- $5,000 for 2008), under the Rollover tional individual retirement IRA contracts, we intend that arrangement. this contract be used primarily for rollover and direct transfer o Regular IRA contributions. contributions. o Additional "catch-up" o Additional catch-up contribu contributions. tions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------------------------------------------------------------ Roth Conversion 20 through 85 o $10,000 (initial) o Rollovers from another Roth o No additional rollover or direct IRA IRA. transfer contributions may be o $50 (additional) made after attainment of age o Rollovers from a "designated 86, or if later, the first contract Roth contribution account" date anniversary.* under a 401(k) plan or 403(b) arrangement. o Conversion rollovers after age 70-1/2 must be net of o Conversion rollovers from a required minimum distributions traditional IRA. for the traditional IRA you are o Direct transfers from another rolling over. Roth IRA. o You cannot roll over funds from o Regular Roth IRA a traditional IRA if your contributions. adjusted gross income is $100,000 or more. o Additional "catch-up" contri- butions. o Although we accept regular Roth IRA contributions (limited to $4,000 for and 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used pri- marily for rollover and direct transfer contributions. o Additional catch-up contribu- tions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 21 - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Limitations on Contract type issue ages Contributions Source of contribution contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ Inherited IRA 0 through 70 o $10,000 (initial) o Direct custodian-to-custodian o Any additional contributions Beneficiary transfers of your interest as a must be from the same type of Continuation Contract o $1,000 (additional) death beneficiary of the IRA of the same deceased (traditional IRA or deceased owner's traditional owner. Roth IRA) individual retirement arrange- ment or Roth IRA to an IRA of o Non-spousal beneficiary direct the same type. rollovers from qualified plans, 403(b) arrangements and gov- ernmental employer 457(b) plans may be made to a tradi- tional Inherited IRA contract under specified circumstances. - ------------------------------------------------------------------------------------------------------------------------------------ Rollover TSA 20 through 85 o $10,000 (initial) o Direct transfers of pre-tax o No additional rollover or direct funds from another contract or transfer contributions after o $500 (additional) arrangement under Section attainment of age 87.* 403(b) of the Internal Revenue Code, complying with IRS o Rollover or direct transfer con- Revenue Ruling 90-24. tributions after age 70-1/2 must be net of any required mini- o Eligible rollover distributions mum distributions. of pre-tax funds from other 403(b) plans. o We do not accept employer- remitted contributions. o Subsequent contributions may also be rollovers from qualified plans, governmental employer 457(b) plans and traditional IRAs. - ------------------------------------------------------------------------------------------------------------------------------------ 22 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ Available for owner and annuitant Minimum Limitations on Contract type issue ages Contributions Source of contribution contributions+ - ------------------------------------------------------------------------------------------------------------------------------------ QP 20 through 75 o $10,000 (initial) o Only transfer contributions o A separate QP contract must be from other investments within established for each plan par- o $500 (additional) an existing defined contribu- ticipant. tion qualified plan trust. o We do not accept regular o The plan must be qualified ongoing payroll contributions under Section 401(a) of the or contributions directly from Internal Revenue Code. the employer. o For 401(k) plans, transferred o Only one additional transfer contributions may not include contribution may be made any after-tax contributions, during a contract year. including designated Roth contributions. o No additional transfer contribu- tions after participant's attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. Please refer to Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ------------------------------------------------------------------------------------------------------------------------------------ + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for information on state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. Contract features and benefits 23 OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. If you are purchasing this contract to fund a charitable remainder trust and elect either the Guaranteed minimum income benefit ("GMIB") or the Guaranteed withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should strongly consider "split-funding": that is, the trust holds investments in addition to this Accumulator(R) Elite(SM) contract. Charitable remainder trusts are required to take specific distributions. The charitable remainder trust annual withdrawal requirement may be equal to a percentage of the donated amount or a percentage of the current value of the donated amount. If your Accumulator(R) Elite(SM) contract is the only source for such distributions, the payments you need to take may significantly reduce the value of those guaranteed benefits. Such amount may be greater than the annual increase in the GMIB, GWBL and/or the enhanced death benefit base and/or greater than the Guaranteed annual withdrawal amount under GWBL. See the discussion of these benefits later in this section. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis and the contract is owned by a non-natural owner. Under QP contracts, all benefits are based on the age of the annuitant. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealer. Additional contributions may also be made under our automatic investment program. These methods of payment, are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option, the fixed maturity options and the account for special dollar cost averaging. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. See "Inherited IRA beneficiary continuation contract" later in this section for Inherited IRA owner and annuitant requirements. 24 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Elite(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 25 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and bear o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY markets using strategies that are designed to limit exposure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ 26 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management Interna- VALUE(13) income, accompanied by growth of capital. tional Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily o AXA Equitable FOUNDING STRATEGY(**) seeks income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with o JPMorgan Investment Management Inc. moderate risk to capital and maintenance of liquidity. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with o Lord, Abbett & Co. LLC CORE reasonable risk. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ----------------------------------------------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND Seeks current income with reduced volatility of o BlackRock Financial Management, Inc. principal. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ----------------------------------------------------------------------------------------------------------------------------------- 28 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary (Americas) Inc. consideration. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income o Van Kampen (is the name under which Mor- and long-term capital appreciation by investing gan Stanley Investment Management Inc. primarily in equity securities of companies in does business in certain situations) the U.S. real estate industry, including real estate investment trusts. - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - --------------------------------------------------------- FN Portfolio Name until May 29, 2007 - --------------------------------------------------------- (1) AXA Premier VIP Aggressive Equity - --------------------------------------------------------- (2) AXA Premier VIP Core Bond - --------------------------------------------------------- (3) AXA Premier VIP Health Care - --------------------------------------------------------- (4) AXA Premier VIP High Yield - --------------------------------------------------------- (5) AXA Premier VIP International Equity - --------------------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - --------------------------------------------------------- (7) AXA Premier VIP Large Cap Growth - --------------------------------------------------------- (8) AXA Premier VIP Large Cap Value - --------------------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - --------------------------------------------------------- (10) AXA Premier VIP Mid Cap Value - --------------------------------------------------------- (11) AXA Premier VIP Technology - --------------------------------------------------------- (12) EQ/Mercury Basic Value Equity - --------------------------------------------------------- (13) EQ/Mercury International Value - --------------------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the suplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. Contract features and benefits 29 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges, and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfer from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Elite(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed below in "Allocating your contributions," would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007 the next available maturity date was February 15, 2008. If no fixed maturity options are available we will transfer your maturity value to the EQ/Money Market Option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable 30 Contract features and benefits market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING The account for special dollar cost averaging is part of our general account. We pay interest at guaranteed rates in this account. We will credit interest to the amounts that you have in the account for special dollar cost averaging every day. We set the interest rates periodically, according to procedures that we have. We reserve the right to change these procedures. We guarantee to pay our current interest rate that is in effect on the date that your contribution is allocated to this account. Your guaranteed interest rate for the time period you select will be shown in your contract for an initial contribution. The rate will never be less than the lifetime minimum rate for the guaranteed interest option. See "Allocating your contributions" below for rules and restrictions that apply to the special dollar cost averaging program. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, Inc., he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states -- see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- SPECIAL DOLLAR COST AVERAGING PROGRAM. Under the special dollar cost averaging program, you may choose to allocate all or a portion of any eligible contribution to the account for special dollar cost averaging. Contributions into the account for special dollar cost averaging may not be transfers from other investment options. Your initial allocation to any special dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time and once you select a time period, you may not change it. In Pennsylvania, we refer to this program as "enhanced rate dollar cost averaging." You may have your account value transferred to any of the variable investment options available under your contract. Only the permitted variable investment options are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the Contract features and benefits 31 125% Principal guarantee benefit. We will transfer amounts from the account for special dollar cost averaging into the variable investment options over an available time period that you select. We offer time periods of 3, 6 or 12 months during which you will receive an enhanced interest rate. We may also offer other time periods. Your financial professional can provide information on the time periods and interest rates currently available in your state, or you may contact our processing office. If the special dollar cost averaging program is selected at the time of application to purchase the Accumulator(R) Elite(SM) contract, a 60 day rate lock will apply from the date of application. Any contribution(s) received during this 60 day period will be credited with the interest rate offered on the date of application for the remainder of the time period selected at application. Any contribution(s) received after the 60 day rate lock period has ended will be credited with the then current interest rate for the remainder of the time period selected at application. Contribution(s) made to a special dollar cost averaging program selected after the Accumulator(R) Elite(SM) contract has been issued will be credited with the then current interest rate on the date the contribution is received by AXA Equitable for the time period initially selected by you. Once the time period you selected has run, you may then select another time period for future contributions. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, your account value will be transferred from the account for special dollar cost averaging into the variable investment options on a monthly basis. We may offer this program in the future with transfers on a different basis. We will transfer all amounts out of the account for special dollar cost averaging by the end of the chosen time period. The transfer date will be the same day of the month as the contract date, but not later than the 28th day of the month. For a special dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the special dollar cost averaging program, but not later than the 28th day of the month. If you choose to allocate only a portion of an eligible contribution to the account for special dollar cost averaging, the remaining balance of that contribution will be allocated to the variable investment options, guaranteed interest option or fixed maturity options according to your instructions. The only transfers that will be made from the account for special dollar cost averaging are your regularly scheduled transfers to the variable investment options. No amounts may be transferred from the account for special dollar cost averaging to the guaranteed interest option or the fixed maturity options. If you request to transfer or withdraw any other amounts from the account for special dollar averaging, we will transfer all of the value that you have remaining in the account for special dollar cost averaging to the investment options according to the allocation percentages for special dollar cost averaging we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. Unlike the account for special dollar cost averaging, this option does not offer enhanced rates. Also, this option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Prin- cipal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states (see Appendix VII later in this Prospectus for more information on state availability). GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond) and the account for special dollar cost averaging; the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value of any contract date anniversary up to the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in Contract features and benefits 33 this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VII later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value on any contract date anniversary until age 75. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset until the next contract date anniversary. If after your death your spouse continues this contract, the benefit base will be eligible to be reset on each contract date anniversary, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of the reset; you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise Rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II - -- "Purchase considerations for QP Contracts", later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed in "Guaranteed minimum income benefit option" below and annuity payout options are discussed in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an inherited IRA, or if you elect a Principal guarantee benefit, or the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit is not available. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-- 34 Contract features and benefits funding so that those distributions do not adversely impact your Guaranteed minimum income benefit. See "Owner and annuitant requirements" earlier in this section. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age as follows: - ------------------------------------------ Level payments Period certain years ---------------------- Owner's age at exercise IRAs NQ - ------------------------------------------ 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - ------------------------------------------ We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base, less any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that the it provides a form of insurance and is based on conservative actuarial factors. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the guaranteed minimum income benefit amounts per $100,000 of initial Contract features and benefits 35 contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account under rollover TSA contracts. - -------------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income anniversary at exercise payable for life - -------------------------------------------------------- 10 $10,065 15 $15,266 - -------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information within 30 days following your contract date anniversary, in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payment contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death, or if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner, if applicable) age, as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the your 85th birthday; (ii) if you were age 75 when the contract was issued, or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) Elite(SM) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Elite(SM) QP contract into an Accumulator(R) Elite(SM) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Elite(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Elite(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules; (vii) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age; and (viii) if the contract is owned by a trust or other non-natural person, 36 Contract features and benefits eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions, adjusted for any withdrawals (and any associated withdrawal charges). The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 through 85 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF QP CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability (see Appendix VII later in this Prospectus for state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your enhanced death benefit. See "Owner and annuitant requirements" earlier in this section. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced death benefit. Earnings enhancement benefit Subject to state and contract availability (see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract, under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit, you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life, the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Contract features and benefits 37 If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit Decreased by: o total net contributions. For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit Decreased by: o total net contributions. The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be calculated based on the annuitant's age. For an example of how the Earnings enhancement benefit death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation, upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner/annuitant can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint Life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first with- 38 Contract features and benefits drawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. Joint life QP and TSA contracts are not permitted. This benefit is not available under an Inherited IRA contract. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your guaranteed withdrawal benefit for life. See "Owner and annuitant requirements" earlier in this section. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or on the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - ------------------------------------- Age Applicable percentage - ------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - ------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. Contract features and benefits 39 You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your GWBL benefit base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your GWBL benefit base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if your GWBL benefit base is ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; 40 Contract features and benefits o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides a higher amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) Elite(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) Elite(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under the your Accumulator(R) Elite(SM) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% Federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your BWB Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. Contract features and benefits 41 For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option, the account for special dollar cost averaging and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are using this contract to fund a charitable remainder trust, you will have to take certain distribution amounts. You should consider split-funding so that those distributions do not adversely impact your Principal guarantee benefit. See "Owner and annuitant requirements" earlier in this section. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later 42 Contract features and benefits in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. Withdrawal charges will apply as described in "Charges and expenses" later in this Prospectus. o The Guaranteed minimum income benefit, Spousal continuation, special dollar cost averaging program (if applicable), automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue taking required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. Thereafter, withdrawal charges (if applicable under your contract) will no longer apply. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract, and (iv) any interest in the account for special dollar cost averaging through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii), (iii), or (iv) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. Contract features and benefits 43 We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. 44 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; (iv) the account for special dollar cost averaging and (v) the loan reserve account (applicable to Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge as well as optional benefit charges; (ii) any applicable withdrawal charges and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING Your value in the account for special dollar cost averaging at any time will equal your contribution allocated to that option, plus interest, less the sum of all amounts that have been transferred to the variable investment options you have selected. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. Determining your contract's value 45 GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. 46 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer any amount to the account for special dollar cost averaging. o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. In addition, we reserve the right to restrict transfers among variable investment options including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. Transferring your money among investment options 47 We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not 48 Transferring your money among investment options be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. Transferring your money among investment options 49 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------- Method of withdrawal - -------------------------------------------------------------------------- Lifetime Pre-age 59-1/2 required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------- Inherited IRA Yes No No * - -------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------- Rollover TSA*** Yes Yes No Yes - -------------------------------------------------------------------------- * This contract pays out post-death required minimum distributions. See "Inherited IRA beneficiary continuation contract" in "Contract features and benefits" earlier in this Prospectus. ** All payments are made to the trust as the owner of the contract. *** For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with the Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. 50 Accessing your money SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRA and QP) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (Rollover IRA and Roth Conversion IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, Accessing your money 51 when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawals may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received within the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the FMO amounts are insufficient, we will deduct all or a portion of the withdrawal from the account for special dollar cost averaging. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and your new benefit after the withdrawal would be $24,000 ($40,000-$16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the 52 Accessing your money Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar for dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. If you elect the Guaranteed withdrawal for life benefit, loans are not permitted. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the "loan reserve account." Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options, in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for special dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify oth- Accessing your money 53 erwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts, with non-natural owners. while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable), if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charges) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option, fixed maturity options and the account for special dollar cost averaging (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Elite(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Elite(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Elite(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply to your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. 54 Accessing your money - ------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - ------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - ------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period (available for owners and annu- certain itants age 83 or less at contract Period certain annuity issue) - ------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your contract. For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) Elite(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Elite(SM), and we will deduct any applicable withdrawal charge. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of Accessing your money 55 your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under our contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) life contingent payout options no withdrawal charge is imposed under your contract. If the withdrawal charge that otherwise would have been applied to your account value under your contract is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) Elite(SM) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar-for-dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. 56 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in order of the earliest maturity date(s) first. If such fixed maturity option amounts are Charges and expenses 57 insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceeds the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or to apply your cash value to a non-life contingent annuity payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options -- the amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn in any of the first four years after we receive a contribution. We determine the withdrawal charge separately for each contribution according to the following table: - ------------------------------------------------------------------------- Contract year - ------------------------------------------------------------------------- 1 2 3 4 5 - ------------------------------------------------------------------------- Percentage of contribution 8 % 7 % 6 % 5 % 0 % - ------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawals of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and withdrawal charge from your account value. The amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% free withdrawal amount. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase the 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. For NQ contracts issued to a charitable remainder trust, the free withdrawal amount will equal the greater of: (1) the current account value less contributions that have not been withdrawn (earnings in the contract), and (2) the 10% free withdrawal amount defined above. Certain withdrawals. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount. If your withdrawal exceeds the amount described above, this waiver is not applicable to that withdrawal, nor to any subsequent withdrawal for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawals during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. Disability, terminal illness or confinement to nursing home. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) 58 Charges and expenses licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions as described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.65% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct this charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If such amounts are insufficient, we will deduct all or a portion from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the owner (or older joint owner, if applicable) reaches 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If such fixed maturity option amounts are still insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. Charges and expenses 59 EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If such fixed maturity option amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are insufficient, we will deduct all or a portion of the charge from the account for special dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. 60 Charges and expenses We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 61 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint 62 Payment of death benefit owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. Payment of death benefit 63 o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit and the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum 64 Payment of death benefit distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB or the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or the older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the owner deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. Payment of death benefit 65 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Elite(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth Conversion IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Elite(SM)'s Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, dollar cost averaging, choice of death benefits, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 66 Tax information TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual withdrawals and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant are the same under the source contract and the Accumulator(R) Elite(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Elite(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. Beneficiary continuation option We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2;" Tax information 67 o scheduled payments, any additional withdrawals under "Withdrawal Option 2," or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling does not specifically address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. 68 Tax information You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) Elite(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Elite(SM) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Elite(SM) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Elite(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Elite(SM) IRA or Accumulator(R) Elite(SM) Roth IRA with the optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel any version of the Accumulator(R) Elite(SM) IRA contract (traditional IRA or ROTH IRA) by following the directions in "Your right to cancel with in a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or ROTH IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers") Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored Tax information 69 retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007 your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 and ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted ------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you 70 Tax information must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Tax information 71 Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners age 70-1/2 or older. 72 Tax information Required minimum distributions BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing, Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expect- Tax information 73 ancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, then no amounts are required to be paid until after the surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. 74 Tax information Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Elite(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the years is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007, and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other Tax information 75 eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. 76 Tax information The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Tax information 77 Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please contact your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Elite(SM) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish this Accumulator(R) Elite(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Elite(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Elite(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal 78 Tax information restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Elite(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Elite(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Elite(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Elite(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Elite(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax defi nition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distrib- Tax information 79 uted. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Elite(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that affect loans from a Rollover TSA contract. 80 Tax information Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Elite(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Elite(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Elite(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If Tax information 81 you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT ON TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 82 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT OUR SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. The Separate Account is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in the respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - ------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------ 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - ------------------------------------------------------ More information 83 - ------------------------------------------------------ Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------ 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - ------------------------------------------------------ HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely published index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and the fixed maturity options and the account for special dollar cost averaging, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contract in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. How- 84 More information ever, the market value adjustment interests under the contracts are registered under the Securities Act of 1933. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP, Inherited IRA Beneficiary Continuation (traditional IRA or Roth IRA) or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end fo the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed More information 85 to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Initial contributions allocated to the account for special dollar cost averaging receive the interest rate in effect on that business day. At certain times, we may offer the opportunity to lock in the interest rate for an initial contribution to be received under Section 1035 exchanges and trustee to trustee transfers. Your financial professional can provide information, or you can call our processing office. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in the prospectuses for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustee or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. 86 More information You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, a PGB, the Earnings enhancement benefit and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial professional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, which involves a surrender of your contract, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.20% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 6.50% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-- More information 87 based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Elite(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable product. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 88 More information 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. Incorporation of certain documents by reference 89 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.65%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION - ------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------- AXA Aggressive Allocation - ------------------------------------------------------------------------------------- Unit value $ 14.45 $ 12.46 $ 11.72 $ 10.66 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 32,813 12,508 4,674 195 - ------------------------------------------------------------------------------------- AXA Conservative Allocation - ------------------------------------------------------------------------------------- Unit value $ 11.33 $ 10.83 $ 10.75 $ 10.31 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,935 3,738 1,736 116 - ------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------- Unit value $ 11.98 $ 11.20 $ 11.03 $ 10.41 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 16,150 9,271 3,928 215 - ------------------------------------------------------------------------------------- AXA Moderate Allocation - ------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.58 $ 11.24 $ 10.51 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 83,885 52,197 21,440 970 - ------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------- Unit value $ 13.84 $ 12.29 $ 11.72 $ 10.67 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 151,231 69,680 21,528 560 - ------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------- Unit value $ 12.93 $ 12.51 $ 11.75 $ 10.66 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 976 442 210 15 - ------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------- Unit value $ 10.61 $ 10.39 $ 10.38 $ 10.16 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,315 4,566 2,210 301 - ------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ------------------------------------------------------------------------------------- Unit value $ 12.70 $ 12.28 $ 11.67 $ 10.59 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,143 1,765 716 86 - ------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ------------------------------------------------------------------------------------- Unit value $ 12.40 $ 11.47 $ 11.32 $ 10.59 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,956 5,292 3,135 282 - ------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ------------------------------------------------------------------------------------- Unit value $ 18.23 $ 14.79 $ 13.02 $ 11.23 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,220 2,536 1,127 65 - ------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------- Unit value $ 13.38 $ 11.98 $ 11.41 $ 10.58 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,487 1,016 456 20 - ------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------- Unit value $ 11.42 $ 11.59 $ 10.97 $ 10.45 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,137 2,204 1,141 59 - ------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------- Unit value $ 15.40 $ 13.12 $ 12.46 $ 11.07 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,165 3,109 1,455 59 - ------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------- Unit value $ 13.30 $ 12.33 $ 11.57 $ 10.53 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,570 2,515 1,381 97 - ------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------- Unit value $ 14.83 $ 13.15 $ 12.45 $ 10.99 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,627 2,566 1,506 103 - ------------------------------------------------------------------------------------- A-1 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - ------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------- AXA Premier VIP Technology - ------------------------------------------------------------------------------------- Unit value $ 12.29 $ 11.65 $ 10.64 $ 10.31 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,164 1,431 675 35 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------- Unit value $ 13.60 $ 12.58 $ 12.26 $ 10.92 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,207 5,402 2,957 158 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------- Unit value $ 14.60 $ 12.53 $ 12.07 $ 10.92 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,884 4,328 2,227 127 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------- Unit value $ 10.22 $ 10.07 $ 10.12 $ 10.09 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,691 1,398 905 69 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ------------------------------------------------------------------------------------- Unit value $ 17.91 $ 14.74 $ 13.00 $ 11.19 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,675 3,716 1,270 66 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------- Unit value $ 12.19 $ 12.46 $ 11.02 $ 10.34 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,506 1,386 595 44 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------- Unit value $ 10.66 $ 10.44 $ 10.40 $ 10.20 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,340 2,303 1,119 95 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------- Unit value $ 14.18 $ 13.22 $ 12.06 $ 10.75 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,926 1,783 913 81 - ------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------- Unit value $ 15.10 $ 12.65 $ 12.20 $ 10.93 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,100 9,522 5,080 310 - ------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------- Unit value $ 11.32 $ 10.35 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 907 118 -- -- - ------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------- Unit value $ 10.92 $ 10.95 $ 10.35 $ 10.16 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,611 2,568 878 43 - ------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------- Unit value $ 6.61 $ 5.80 $ 5.55 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,814 3,177 208 -- - ------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------- Unit value $ 11.83 $ 11.43 $ 10.68 $ 10.49 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 894 571 194 5 - ------------------------------------------------------------------------------------- EQ/Capital Guardian Growth Unit value $ 11.80 $ 11.17 $ 10.80 $ 10.41 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,225 2,419 273 15 - ------------------------------------------------------------------------------------- EQ/Capital Guardian International - ------------------------------------------------------------------------------------- Unit value $ 16.87 $ 14.38 $ 12.48 $ 11.17 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,624 7,243 3,564 178 - ------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ------------------------------------------------------------------------------------- Unit value $ 13.44 $ 12.20 $ 11.69 $ 10.72 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,674 4,879 2,900 86 - ------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------- Unit value $ 13.07 $ 12.09 $ 11.60 $ 10.79 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,590 7,725 4,402 275 - ------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - ------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------- Unit value $ 11.02 $ 10.38 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,957 563 -- -- - ------------------------------------------------------------------------------------- EQ/Davis New York Venture - ------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,788 -- -- -- - ------------------------------------------------------------------------------------- EQ/Equity 500 Index - ------------------------------------------------------------------------------------- Unit value $ 13.56 $ 11.98 $ 11.67 $ 10.76 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,866 7,495 4,181 204 - ------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ------------------------------------------------------------------------------------- Unit value $ 9.91 $ 9.74 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,013 172 -- -- - ------------------------------------------------------------------------------------- EQ/Evergreen Omega - ------------------------------------------------------------------------------------- Unit value $ 11.98 $ 11.50 $ 11.25 $ 10.69 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,979 1,528 1,146 126 - ------------------------------------------------------------------------------------- EQ/FI Mid Cap - ------------------------------------------------------------------------------------- Unit value $ 14.84 $ 13.53 $ 12.93 $ 11.33 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,706 5,920 3,260 291 - ------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------- Unit value $ 15.51 $ 14.02 $ 12.80 $ 11.04 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,490 4,526 2,213 149 - ------------------------------------------------------------------------------------- EQ/Franklin Income - ------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,992 -- -- -- - ------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 384 -- -- -- - ------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------- Unit value $ 11.57 $ 10.48 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,759 442 -- -- - ------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------- Unit value $ 26.00 $ 22.24 $ 21.68 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,796 802 76 -- - ------------------------------------------------------------------------------------- EQ/International Growth - ------------------------------------------------------------------------------------- Unit value $ 14.18 $ 11.48 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,674 373 -- -- - ------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------- Unit value $ 12.12 $ 12.18 $ 11.54 $ 10.46 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,717 1,201 449 46 - ------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------- Unit value $ 10.74 $ 10.50 $ 10.44 $ 10.20 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,680 7,995 3,501 284 - ------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------- Unit value $ 14.47 $ 12.22 $ 11.96 $ 10.97 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,769 1,018 473 42 - ------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------- Unit value $ 11.17 $ 10.63 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,957 563 -- -- - ------------------------------------------------------------------------------------- EQ/Long Term Bond - ------------------------------------------------------------------------------------- Unit value $ 9.99 $ 9.98 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 878 743 -- -- - ------------------------------------------------------------------------------------- A-3 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - ------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------- Unit value $ 12.19 $ 10.58 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,163 874 -- -- - ------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------- Unit value $ 11.68 $ 10.54 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,248 527 -- -- - ------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------- Unit value $ 12.30 $ 11.13 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,585 2,163 -- -- - ------------------------------------------------------------------------------------- EQ/Marsico Focus - ------------------------------------------------------------------------------------- Unit value $ 13.45 $ 12.51 $ 11.49 $ 10.57 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 20,022 11,881 5,249 435 - ------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------- Unit value $ 14.30 $ 12.02 $ 11.87 $ 10.92 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,785 4,888 3,020 210 - ------------------------------------------------------------------------------------- EQ/Mercury International Value - ------------------------------------------------------------------------------------- Unit value $ 17.89 $ 14.47 $ 13.27 $ 11.09 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,223 4,026 1,161 30 - ------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------- Unit value $ 12.89 $ 12.16 $ 11.34 $ 10.24 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,215 705 369 29 - ------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ------------------------------------------------------------------------------------- Unit value $ 13.56 $ 12.21 $ 11.58 $ 10.57 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,455 1,271 643 69 - ------------------------------------------------------------------------------------- EQ/Money Market - ------------------------------------------------------------------------------------- Unit value $ 10.24 $ 9.97 $ 9.87 $ 9.96 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,632 2,041 1,005 42 - ------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------- Unit value $ 4.79 $ 4.51 $ 4.35 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,430 883 38 -- - ------------------------------------------------------------------------------------- EQ/Mutual Shares - ------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,470 -- -- -- - ------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ------------------------------------------------------------------------------------- Unit value $ 11.08 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 367 -- -- -- - ------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 133 -- -- -- - ------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 182 -- -- -- - ------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ------------------------------------------------------------------------------------- Unit value $ 9.79 $ 9.91 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,303 3,300 -- -- - ------------------------------------------------------------------------------------- EQ/Short Duration Bond - ------------------------------------------------------------------------------------- Unit value $ 10.18 $ 9.96 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,594 402 -- -- - ------------------------------------------------------------------------------------- EQ/Small Cap Value - ------------------------------------------------------------------------------------- Unit value $ 14.80 $ 12.96 $ 12.59 $ 10.93 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,719 5,307 2,979 191 - ------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION (CONTINUED) - ------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------- 2006 2005 2004 2003 - ------------------------------------------------------------------------------------- EQ/Small Company Growth - ------------------------------------------------------------------------------------- Unit value $ 8.58 $ 7.91 $ 7.49 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,530 1,416 31 -- - ------------------------------------------------------------------------------------- EQ/Small Company Index - ------------------------------------------------------------------------------------- Unit value $14.72 $ 12.72 $ 12.40 $ 10.71 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,061 2,210 1,215 79 - ------------------------------------------------------------------------------------- EQ/TCW Equity - ------------------------------------------------------------------------------------- Unit value $15.61 $ 16.53 $ 16.17 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 907 526 22 -- - ------------------------------------------------------------------------------------- EQ/Templeton Growth - ------------------------------------------------------------------------------------- Unit value $10.75 -- -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,001 -- -- -- - ------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ------------------------------------------------------------------------------------- Unit value $ 6.10 $ 5.43 $ 5.07 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,346 952 71 -- - ------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------- Unit value $11.86 $ 10.41 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,856 2,852 -- -- - ------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------- Unit value $24.59 $ 18.24 $ 13.97 $ 11.48 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,050 3,408 1,047 46 - ------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------- Unit value $13.27 $ 12.35 -- -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,350 533 -- -- - ------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------- Unit value $14.13 $ 11.81 $ 11.36 -- - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,072 137 6 -- - ------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------- Unit value $22.87 $ 16.89 $ 14.71 $ 10.99 - ------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,729 2,639 1,107 41 - ------------------------------------------------------------------------------------- A-5 Appendix I: Condensed financial information Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) Elite(SM) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Elite(SM) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) Elite(SM) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. Appendix II: Purchase considerations for QP contracts B-1 Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - -------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) -------------------------- February 15, 2011 -------------------------- 5.00% 9.00% - -------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - -------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - -------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - -------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - -------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - -------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - -------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - -------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - -------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - -------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - -------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $ 171,882 ---------------- = ----------------- where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $ 171,882 ---------------- = -------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = -------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) C-1 Appendix III: Market value adjustment example Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options) , no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - -------------------------------------------------------------------------------------------------- End of contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced year Account value enhanced death benefit enhanced death benefit death benefit - -------------------------------------------------------------------------------------------------- 1 $105,000 $ 106,000(4) $ 105,000(1) $ 105,000(5) - -------------------------------------------------------------------------------------------------- 2 $115,500 $ 112,360(3) $ 115,500(1) $ 115,500(5) - -------------------------------------------------------------------------------------------------- 3 $129,360 $ 119,102(3) $ 129,360(1) $ 129,360(5) - -------------------------------------------------------------------------------------------------- 4 $103,488 $ 126,248(4) $ 129,360(2) $ 135,828(6) - -------------------------------------------------------------------------------------------------- 5 $113,837 $ 133,823(4) $ 129,360(2) $ 142,296(6) - -------------------------------------------------------------------------------------------------- 6 $127,497 $ 141,852(4) $ 129,360(2) $ 148,764(6) - -------------------------------------------------------------------------------------------------- 7 $127,497 $ 150,363(4) $ 129,360(2) $ 155,232(6) - -------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. Appendix IV: Enhanced death benefit example D-1 Appendix V: Hypothetical Illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Elite(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying portfolios (as described below), the corresponding net annual rates of return would be (2.96)% and (3.04)% for the Accumulator(R) Elite(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the enhanced death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge, and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios, as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. E-1 Appendix V: Hypothetical Illustrations Variable deferred annuity Accumulator(R) Elite(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 Lifetime Annual or Annual Ratchet Guaranteed Minimum to age 85 Income Benefit Guaranteed Total Death Benefit ---------------------------------- Minimum Death with the Earnings Guaranteed Hypothetical Account Value Cash Value Benefit enhancement benefit Income Income Contract ------------------- ------------------ ------------------- ------------------- ----------------- ---------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% - ----- --------- --------- --------- -------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 92,000 92,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,322 101,301 88,322 94,301 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 90,716 102,555 84,716 96,555 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 86,175 103,754 81,175 98,754 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 81,690 104,893 81,690 104,893 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 77,255 105,964 77,255 105,964 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 72,862 106,959 72,862 106,959 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 68,503 107,870 68,503 107,870 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 64,170 108,688 64,170 108,688 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 59,857 109,404 59,857 109,404 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 38,191 111,064 38,191 111,064 226,090 226,090 276,527 276,527 13,520 13,520 13,520 13,520 79 20 15,647 108,290 15,647 108,290 302,560 302,560 383,584 383,584 20,272 20,272 20,272 20,272 84 25 0 98,876 0 98,876 0 404,893 0 493,179 0 32,391 0 32,391 89 30 0 95,034 0 95,034 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 93,750 0 93,750 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 93,472 0 93,472 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a policy would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual policy years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix V: Hypothetical Illustrations E-2 Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3,000 withdrawal $6,000 withdrawal ----------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 ----------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 ----------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death benefit less net contributions (prior to the withdrawal in 4,000 4,000 4,000 C D). B minus A. ----------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 ----------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero ----------------------------------------------------------------------------------------------------------------- Net contributions (adjusted for the withdrawal in D) F 100,000 100,000 98,000 A minus E ----------------------------------------------------------------------------------------------------------------- Death benefit (adjusted for the withdrawal in D) G 104,000 101,000 98,000 B minus D ----------------------------------------------------------------------------------------------------------------- Death benefit less net contributions H 4,000 1,000 0 G minus F ----------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% ----------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit J 1,600 400 0 H times I ----------------------------------------------------------------------------------------------------------------- Death benefit: Including Earnings enhancement benefit K 105,600 101,400 98,000 G plus J ----------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. F-1 Appendix VI: Earnings enhancement benefit example Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Elite(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) ELITE(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to can- If you reside in the state of California and you are cel within a certain number of days" age 60 and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS Effective on or about August 6, 2007, this contract will be available to Massachusetts residents with the following variations: Annual administrative charge The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. See "Disability, terminal illness or confinement to nursing This section is deleted in its entirety. home" under "Withdrawal charge" in "Charges and expenses" - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA See "Disability, terminal illness, or confinement to nursing o Item (iii) under this section is deleted in its home" under "withdrawal charge" in "Charges and entirety. expenses" Required disclosure for Pennsylvania customers Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA contracts Not Available Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VII: State contract availability and/or variations of certain features and benefits G-1 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted expenses" from the value in the variable investment options on a pro rata basis - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option Not available Investment simplifier -- Fixed-dollar option and Interest Not available sweep option Fixed maturity options Not available Income Manager payout option Not available Earnings enhancement benefit Not available Special dollar cost averaging program o Available only at issue. o Subsequent contributions cannot be used to elect new programs. You may make subsequent contributions to the initial programs while they are still running. See "Guaranteed minimum death benefit/Guaranteed mini- Your "Greater of 4% Roll-Up to Age 85 or Annual mum income benefit roll-up benefit benefit base reset" in Ratchet to age 85 enhanced death benefit" benefit "Contract features and benefits" base will reset only if your account value is greater than your Guaranteed minimum income benefit base. See "Guaranteed minimum death benefit" in "Contract You have a choice of the standard death benefit, the features and benefits" Annual Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted expenses" from the value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" The 10% free withdrawal amount applies to full surrenders. See "Withdrawal charge" in "Charges and expenses" under The annuitant has qualified to receive Social "Disability, terminal illness, or confinement to nursing Security disabil- ity benefits as certified by the home" Social Security Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total dis- ability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. - ------------------------------------------------------------------------------------------------------------------------------------ G-2 Appendix VII: State contract availability and/or variations of certain features and benefits Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Elite(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Elite(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- Please send me an Accumulator(R) Elite(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip X01481/Elite '02, '04, '06, Jumpstart '07 and '07 Series Accumulator(R) Plus(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) PLUS(SM)? Accumulator(R) Plus(SM) is a deferred annuity contract issued by AXA EQUITABLE LIFE INSURANCE COMPANY. It provides for the accumulation of retirement savings and for income. The contract offers death benefit protection and a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option or fixed maturity options ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VIII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option and the fixed maturity options, which are discussed later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $10,000 is required to purchase a contract. We add an amount ("credit") to your contract with each contribution you make. Expenses for this contract may be higher than for a comparable contract without a credit. Over time, the amount of the credit may be more than offset by fees and charges associated with the credit. A registration statement relating to this offering has been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. Although this Prospectus is primarily designed for potential purchasers of the contract, you may have previously purchased a contract and be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that the options, features and charges of the contract may have varied over time (and, as noted above, may vary depending on your state) and you may not change your contract or its features as issued. For more information about the particular options, features and charges applicable to you, please contact your financial professional and/or refer to your contract and/or see Appendix IX for contract variations later in this Prospectus. X01487/Plus '02/'04 Series Contents of this Prospectus - -------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - -------------------------------------------------------------------------------- ACCUMULATOR(R) PLUS(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Plus(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 12 - -------------------------------------------------------------------------------- Example 16 Condensed financial information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 23 How you can make your contributions 23 What are your investment options under the contract? 23 Portfolios of the Trusts 24 Allocating your contributions 30 Credits 33 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 34 Annuity purchase factors 35 Guaranteed minimum income benefit option* 35 Guaranteed minimum death benefit 38 Principal Protector(SM) 39 Your right to cancel within a certain number of days 42 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 43 - -------------------------------------------------------------------------------- Your account value and cash value 43 Your contract's value in the variable investment options 43 Your contract's value in the guaranteed interest option 43 Your contract's value in the fixed maturity options 43 Insufficient account value 43 - ---------------------- *Depending on when you purchased your contract, this benefit may be called the "Living Benefit." Accordingly, if applicable, all references to the Guaranteed minimum income benefit in this Prospectus and any related registration statement documents are references to the Living Benefit. "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG THE INVESTMENT OPTIONS 45 - -------------------------------------------------------------------------------- Transferring your account value 45 Disruptive transfer activity 45 Rebalancing your account value 46 - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 48 - -------------------------------------------------------------------------------- Withdrawing your account value 48 How withdrawals are taken from your account value 49 How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2 49 How withdrawals affect Principal Protector(SM) 50 Withdrawals treated as surrenders 50 Loans under Rollover TSA contracts 50 Surrendering your contract to receive its cash value 51 When to expect payments 51 Your annuity payout options 52 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 55 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 55 Charges that the Trusts deduct 59 Group or sponsored arrangements 59 Other distribution arrangements 59 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 60 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 60 How death benefit payment is made 61 Beneficiary continuation option 62 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 66 - -------------------------------------------------------------------------------- Overview 66 Buying a contract to fund a retirement arrangement 66 Transfers among variable investment options 66 Taxation of nonqualified annuities 66 Individual retirement arrangements (IRAs) 68 Tax-Sheltered Annuity contracts (TSAs) 77 Federal and state income tax withholding and information reporting 81 Special rules for contracts funding qualified plans 82 Impact of taxes to AXA Equitable 82 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 83 - -------------------------------------------------------------------------------- About Separate Account No. 49 83 About the Trusts 83 About our fixed maturity options 83 About the general account 84 About other methods of payment 85 Dates and prices at which contract events occur 85 About your voting rights 86 About legal proceedings 86 Financial statements 86 Transfers of ownership, collateral assignments, loans and borrowing 86 About Custodial IRAs 87 Distribution of the contracts 87 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 89 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Guaranteed principal benefit example F-1 VII -- Protection Plus(SM) example G-1 VIII -- State contract availability and/or variations of certain features and benefits H-1 IX -- Contract variations I-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 6% Roll-Up to age 85 enhanced death benefit 34 account value 43 administrative charge 55 annual administrative charge 55 Annual Ratchet to age 85 enhanced death benefit 34 annuitant 20 annuitization 52 annuity maturity date 53 annuity payout options 52 annuity purchase factors 35 automatic investment program 85 beneficiary 60 Beneficiary continuation option ("BCO") 62 benefit base 34 business day 85 cash value 43 charges for state premium and other applicable taxes 59 contract date 23 contract date anniversary 23 contract year 23 Contributions to Roth IRAs 74 regular contributions 74 rollovers and transfers 75 conversion contributions 75 contributions to traditional IRAs 69 regular contributions 69 rollovers and transfers 70 credit 33 disability, terminal illness or confinement to nursing home 56 disruptive transfer activity 45 distribution charge 55 EQAccess 7 ERISA 50 Fixed-dollar option 32 fixed maturity options 29 free look 42 free withdrawal amount 56 general account 84 General dollar cost averaging 32 guaranteed interest option 29 Guaranteed minimum death benefit 38 Guaranteed minimum death benefit charge 57 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 35 Guaranteed minimum income benefit 35 Guaranteed minimum income benefit "no lapse guarantee" 36 Guaranteed minimum income benefit charge 58 Page Guaranteed principal benefits 30 IRA cover IRS 66 Investment simplifier 32 lifetime required minimum distribution withdrawals 49 loan reserve account 51 loans under Rollover TSA 50 market adjusted amount 29 market value adjustment 29 market timing 45 maturity dates 29 maturity value 29 Mortality and expense risks charge 55 NQ cover Optional step up charge 58 partial withdrawals 48 portfolio cover Principal assurance 30 processing office 7 Principal Protector(SM) 39 Principal Protector(SM) charge 58 Protection Plus(SM) 58 Protection Plus(SM) charge 58 QP cover rate to maturity 29 Rebalancing 46 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 30 Separate Account No. 49 83 Spousal protection 62 Standard death benefit 34 substantially equal withdrawals 48 Successor owner and annuitant 61 systematic withdrawals 48 TOPS 7 TSA cover traditional IRA cover Trusts 83 unit 43 variable investment options 23 wire transmittals and electronic applications 85 withdrawal charge 56 4 Index of key words and phrases To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Also, depending on when you purchased your contract, some of these may not apply to you or may be named differently under your contract. Your financial professional can provide further explanation about your contract or supplemental materials. - -------------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guarantee minimum income benefit Guaranteed Income Benefit or Living Benefit guaranteed interest option Guaranteed Interest Account Principal Protector(SM) Guaranteed withdrawal benefit GWB benefit base Principal Protector(SM) benefit base GWB Annual withdrawal amount Principal Protector(SM) Annual withdrawal amount GWB Annual withdrawal option Principal Protector(SM) Annual withdrawal option GWB Excess withdrawal Principal Protector(SM) Excess withdrawal - -------------------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDITIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDITIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the variable investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of any transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts; (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for certain contracts with both the Guaranteed minimum income benefit and the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit); (15) requests to step up your Guaranteed withdrawal benefit ("GWB") benefit base, if applicable, under the Optional step up provision; (16) requests to terminate or reinstate your GWB, if applicable, under the Beneficiary continuation option, if applicable; (17) death claims; (18) change in ownership (NQ only), if available under your contract; and (19) enrollment in our "automatic required minimum distribution (RMD) service." WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between variable investment options; (4) contract surrender and withdrawal requests; and (5) general dollar cost averaging (including the fixed dollar and interest sweep options) TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) dollar cost averaging (including the fixed dollar amount and interest sweep options); (3) rebalancing; (4) substantially equal withdrawals; (5) systematic withdrawals; and (6) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Plus(SM) at a glance -- key features - -------------------------------------------------------------------------------- - -------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - -------------------------------------------------------------------------------- Professional investment Accumulator(R) Plus(SM) variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. o Special 10 year fixed maturity option (available under Guaranteed principal benefit option 2 only). ------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among variable investment options inside the contract. ------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during the annuitant's income benefit (or "Living life once you elect to annuitize the contract. Benefit") - ------------------------------------------------------------------------------------------------------------------------------------ Principal Protector(SM) Principal Protector(SM) is our optional Guaranteed withdrawal benefit ("GWB"), which provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed a specified amount. This feature may not be available under your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Initial minimum: $10,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) ------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Credit We allocate your contributions to your account value. We allocate a credit to your account value at the same time that we allocate your contributions. The credit will apply to additional contribution amounts only to the extent that those amounts exceed total withdrawals from the contract. The amount of credit may be up to 5% of each contribution, depending on certain factors. The credit is subject to recovery by us in certain limited circumstances. Please see Appendix IX later in this Prospectus for more information about contract variations relating to credit and credit recovery. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Plus(SM) at a glance -- key features 9 - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ------------------------------------------------------------------------------------------------------------------------------------ Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ------------------------------------------------------------------------------------------------------------------------------------ Additional features* o Guaranteed minimum death benefit options o Guaranteed principal benefit options (including Principal assurance) o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness, confinement to a nursing home and certain other withdrawals o Protection Plus(SM), an optional death benefit available under certain contracts (subject to state availability) o Spousal protection (not available under certain contracts) o Successor owner/annuitant o Beneficiary continuation option o Guaranteed minimum income benefit no lapse guarantee (available under contracts with applications that were signed and submitted on or after January 1, 2005 subject to state availability) o Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset (available under contracts with applications that were signed and submitted on or after October 1, 2005 subject to state availability) * Not all features are available under all contracts. Please see Appendix IX later in this Prospectus for more information. - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges+ o Daily charges on amounts invested in the variable investment options for mortality and expense risks, administrative, and distribution charges at an annual rate of 1.50%. o The charges for the Guaranteed minimum death benefits range from 0.0% to 0.60%, annually, of the applicable benefit base. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge of 0.35% of your account value for the Protection Plus(SM) optional death benefit. o An annual charge of 0.35% of your account value for the 5% GWB Annual withdrawal option (if available) or 0.50% of your account value for the 7% GWB Annual withdrawal option (if available) for the Principal Protector(SM) benefit. If you "step up" your GWB benefit base, we reserve the right to raise the charge up to 0.60% and 0.80%, respectively. See "Principal Protector(SM)" in "Contract features and benefits" later in this Prospectus. o An annual charge of 0.65% of the applicable benefit base charge for the optional Guaranteed minimum income benefit, until you exercise the benefit, elect another annuity payout or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge for the optional Guaranteed principal benefit option 2 (if available) deducted on the first 10 contract date anniversaries equal to 0.50% of account value. 10 Accumulator(R) Plus(SM) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges o If your account value at the end of the contract year is less than $50,000, we deduct an annual (continued) administrative charge equal to $30, or during the first two contract years, 2% of your account value, if less. If your account value on the contract date anniversary, is $50,000 or more, we will not deduct the charge. o No sales charge deducted at the time you make the time you make contributions. o During the first eight contract years following a contribution, a charge will be deducted from amounts that you withdraw that exceed 10% of your account value. We use the account value at the beginning of each contract year to calculate the 10% amount available. The charge is 8% in each of the first two contract years following a contribution; the charge is 7% in the third and fourth contract years following a contribution; thereafter, it declines by 1% each year in the fifth to eighth contract year following a contribution. There is no withdrawal charge in the ninth and later contract years following a contribution. Certain other exemptions may apply. Certain contracts may provide for a higher free withdrawal amount. See Appendix IX later in this Prospectus for the free withdrawal amount that applies to your contract. --------------------------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. --------------------------------------------------------------------------------- o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuity payout option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase the variable immediate annuitization payout option. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trusts' portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee Table" later in this Prospectus for details. + The fees and charges shown in this section are the maximum charges a contract owner will pay. Please see your contract for the fees and charges that apply to you. Also, some of the optional benefits may not be available under your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Annuitant issue ages NQ: 0-80 Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-80 QP: 20-70 - ------------------------------------------------------------------------------------------------------------------------------------ The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VIII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Accumulator(R) Plus(SM) at a glance -- key features 11 Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The fees and charges shown in this section are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix IX later in this Prospectus for the fees and charges that apply under your contract. If you are a prospective contract owner, all features listed below may not be currently available. Similarly, if you are a current contract owner, all features listed below may not have been available at the time you purchased your contract. See Appendix IX later in this Prospectus for more information. The first table describes fees and expenses that you will pay at the time you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------------------------------------------------ Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract, make certain withdrawals, or apply your cash value to certain payout options).(1) 8.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $ 350 - ------------------------------------------------------------------------------------------------------------------------------------ The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------------------------------------------------ Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks 0.90%(4) Administrative 0.35% Distribution 0.25% ----- Total Separate account annual expenses 1.50% - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value each year if you elect any of the following optional benefits - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) Standard death benefit 0.00% Annual Ratchet to age 85 0.30% of the Annual Ratchet to age 85 benefit base (maximum); 0.25% (current) 6% Roll-Up to age 85 0.45% of the 6% Roll-Up to age 85 benefit base Greater of 5% Roll-Up to age 85 or Annual Ratchet to age 85 0.50% of the greater of 5% Roll-Up to age 85 benefit base of the Annual Ratchet to age 85 benefit base, as applicable. Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% of the greater of 6% Roll-Up to age 85 benefit base or the Annual Ratchet to age 85 benefit base, as applicable - ------------------------------------------------------------------------------------------------------------------------------------ 12 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed principal benefit charge for option 2 (calculated as a percentage of the account value. Deducted annually(2) on the first 10 contract date anniversaries.) 0.50% - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum income benefit (or "Living Benefit") charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.65% - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus(SM) benefit charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anniver- sary for which the benefit is in effect.) 0.35% - ------------------------------------------------------------------------------------------------------------------------------------ Principal Protector(SM) benefit charge(2) (calculated as a percentage 0.35% for the 5% GWB Annual withdrawal option of the account value. Deducted annually on each contract date anniver- sary, provided your GWB benefit base is greater than zero.) 0.50% for the 7% GWB Annual withdrawal option If you "step up" your GWB benefit base, we reserve the right to 0.60% for the 5% GWB Annual withdrawal option increase your charge up to: 0.80% for the 7% GWB Annual withdrawal option Please see "Principal Protector(SM)" in "Contract features and benefits" for more information about this feature, including its benefit base and the Optional step up provision, and "Principal Protector(SM) charge" in "Charges and expenses," both later in this Prospectus, for more information about when the charge applies. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge -- Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(5) - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(6) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - -------------------------------------------------------------------------------- AXA Premier VIP Trust: - -------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% AXA Conservative Allocation 0.10% 0.25% 0.22% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% AXA Moderate Allocation 0.10% 0.25% 0.17% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% Multimanager Core Bond* 0.59% 0.25% 0.18% Multimanager Health Care* 1.20% 0.25% 0.23% Multimanager High Yield* 0.58% 0.25% 0.18% Multimanager International Equity* 1.02% 0.25% 0.26% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% Multimanager Large Cap Value* 0.88% 0.25% 0.22% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% - ----------------------------------------------------------------------------------------------------- Acquired Net Total Fund Total Annual Fee Waivers Annual Fees and Expenses and/or Expenses Expenses (Before Expense (After (Underlying Expense Reimburse- Expense Portfolio Name Portfolios)(10) Limitations) ments(11) Limitations) - ----------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * -- 1.05% -- 1.05% Multimanager Core Bond* -- 1.02% (0.07)% 0.95% Multimanager Health Care* -- 1.68% 0.00% 1.68% Multimanager High Yield* -- 1.01% -- 1.01% Multimanager International Equity* -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 0.03% 1.59% 0.00% 1.59% Fee table 13 - --------------------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - --------------------------------------------------------------------------------------------- Multimanager Technology * 1.20% 0.25% 0.23% - --------------------------------------------------------------------------------------------- EQ Advisors Trust: - --------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% EQ/BlackRock International Value* 0.82% 0.25% 0.21% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% EQ/Capital Guardian Research 0.65% 0.25% 0.13% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% EQ/Davis New York Venture 0.85% 0.25% 0.74% EQ/Equity 500 Index 0.25% 0.25% 0.13% EQ/Evergreen International Bond 0.70% 0.25% 0.23% EQ/Evergreen Omega 0.65% 0.25% 0.21% EQ/FI Mid Cap 0.68% 0.25% 0.15% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% EQ/Franklin Income 0.90% 0.25% 0.38% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% EQ/International Growth 0.85% 0.25% 0.35% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% EQ/Long Term Bond 0.43% 0.25% 0.15% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% EQ/Marsico Focus 0.85% 0.25% 0.13% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% EQ/Money Market 0.33% 0.25% 0.14% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% EQ/Mutual Shares 0.90% 0.25% 0.50% EQ/Oppenheimer Global 0.95% 0.25% 1.30% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% EQ/PIMCO Real Return 0.55% 0.25% 0.18% EQ/Short Duration Bond 0.43% 0.25% 0.14% EQ/Small Cap Value+ 0.73% 0.25% 0.15% EQ/Small Company Growth+ 1.00% 0.25% 0.17% EQ/Small Company Index 0.25% 0.25% 0.16% EQ/TCW Equity++ 0.80% 0.25% 0.16% EQ/Templeton Growth 0.95% 0.25% 0.64% EQ/UBS Growth and Income 0.75% 0.25% 0.17% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% - --------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Net Total Fund Total Annual Fee Waivers Annual Fees and Expenses and/or Expenses Expenses (Before Expense (After (Underlying Expense Reimburse- Expense Portfolio Name Portfolios)(10) Limitations) ments(11) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ Multimanager Technology * -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index -- 0.63% -- 0.63% EQ/Evergreen International Bond -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega -- 1.11% 0.00% 1.11% EQ/FI Mid Cap -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ -- 1.11% (0.01)% 1.10% EQ/Franklin Income -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value -- 1.17% 0.00% 1.17% EQ/International Growth -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity -- 1.12% (0.12)% 1.00% EQ/Long Term Bond -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value -- 1.13% (0.08)% 1.05% EQ/Marsico Focus -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ -- 1.05% -- 1.05% EQ/MFS Investors Trust+ -- 1.01% (0.06)% 0.95% EQ/Money Market -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth -- 1.16% (0.01)% 1.15% EQ/Mutual Shares -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ -- 1.21% (0.06)% 1.15% EQ/Templeton Growth -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock -- 1.09% (0.09)% 1.00% - ------------------------------------------------------------------------------------------------------------------------------------ 14 Fee table - --------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - --------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% - --------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - --------------------------------------------------------------------------- U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% - --------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Acquired Net Total Fund Total Annual Fee Waivers Annual Fees and Expenses and/or Expenses Expenses (Before Expense (After (Underlying Expense Reimburse- Expense Portfolio Name Portfolios)(10) Limitations) ments(11) Limitations) - ---------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ -- 1.51% (0.21)% 1.30% - ----------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ----------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ -- 1.36% (0.10)% 1.26% - ----------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract feature and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable. The withdrawal charge percentage we use is determined by the contract year in which Contract you make the withdrawal or surrender your contract. For each contribution, we consider Year the contract year in which we receive that contribution to be "contract year 1") 1 .............. 8.00% 2 .............. 8.00% 3 .............. 7.00% 4 .............. 7.00% 5 .............. 6.00% 6 .............. 5.00% 7 .............. 4.00% 8 .............. 3.00% 9+ ............. 0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. For Principal Protector(SM) only (if available), if the contract and benefit are continued under the Beneficiary continuation option with Principal Protector(SM), the pro rata deduction for the Principal Protector(SM) charge is waived. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (4) These charges compensate us for certain risks we assume and expenses we incur under the contract. They also compensate us for the expense associated with the credit. We expect to make a profit from these charges. (5) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (6) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (7) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (11) for any expense limitation agreement information. (8) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (9) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (11) for any expense limitation agreement information. (10) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (11) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.0%" indicates that the expense limitation arrangement did not result in a fee waiver reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - --------------------------------------------- Portfolio Name - --------------------------------------------- Multimanager Aggressive Equity 1.03% - --------------------------------------------- Multimanager Health Care 1.63% - --------------------------------------------- Multimanager International Equity 1.52% - --------------------------------------------- Fee table 15 - --------------------------------------------------- Portfolio Name - --------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - --------------------------------------------------- Multimanager Large Cap Growth 1.33% - --------------------------------------------------- Multimanager Large Cap Value 1.31% - --------------------------------------------------- Multimanager Mid Cap Growth 1.52% - --------------------------------------------------- Multimanager Mid Cap Value 1.58% - --------------------------------------------------- Multimanager Technology 1.64% - --------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - --------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - --------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - --------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - --------------------------------------------------- EQ/AllianceBernstein Value 0.94% - --------------------------------------------------- EQ/Ariel Appreciation II 1.01% - --------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - --------------------------------------------------- EQ/Capital Guardian Growth 0.94% - --------------------------------------------------- EQ/Capital Guardian Research 0.94% - --------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - --------------------------------------------------- EQ/Davis New York Venture 1.27% - --------------------------------------------------- EQ/Evergreen Omega 1.05% - --------------------------------------------------- EQ/FI Mid Cap 0.97% - --------------------------------------------------- EQ/FI Mid Cap Value 1.09% - --------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - --------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - --------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - --------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - --------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - --------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - --------------------------------------------------- EQ/Marsico Focus 1.14% - --------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - --------------------------------------------------- EQ/MFS Investors Trust 0.94% - --------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - --------------------------------------------------- EQ/Mutual Shares 1.30% - --------------------------------------------------- EQ/Small Cap Value 1.02% - --------------------------------------------------- EQ/UBS Growth and Income 1.03% - --------------------------------------------------- EQ/Van Kampen Comstock 0.99% - --------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - --------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - --------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - --------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the Guaranteed minimum income benefit with the enhanced death benefit that provides for the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and Protection Plus(SM)) would pay in the situations illustrated. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .01% of contract value. The fixed maturity options and guaranteed interest option are not covered by the examples. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options and guaranteed interest option. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above) the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual cost may be higher or lower, based on these assumptions, your cost would be: 16 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ If you surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 1,293.00 $ 2,205.00 $ 3,155.00 $ 5,356.00 AXA Conservative Allocation $ 1,271.00 $ 2,142.00 $ 3,053.00 $ 5,171.00 AXA Conservative-Plus Allocation $ 1,272.00 $ 2,145.00 $ 3,058.00 $ 5,180.00 AXA Moderate Allocation $ 1,278.00 $ 2,161.00 $ 3,084.00 $ 5,227.00 AXA Moderate-Plus Allocation $ 1,285.00 $ 2,183.00 $ 3,120.00 $ 5,292.00 Multimanager Aggressive Equity* $ 1,250.00 $ 2,081.00 $ 2,955.00 $ 4,991.00 Multimanager Core Bond* $ 1,247.00 $ 2,072.00 $ 2,939.00 $ 4,963.00 Multimanager Health Care* $ 1,319.00 $ 2,281.00 $ 3,277.00 $ 5,573.00 Multimanager High Yield* $ 1,246.00 $ 2,069.00 $ 2,934.00 $ 4,953.00 Multimanager International Equity* $ 1,303.00 $ 2,234.00 $ 3,201.00 $ 5,438.00 Multimanager Large Cap Core Equity* $ 1,283.00 $ 2,177.00 $ 3,109.00 $ 5,273.00 Multimanager Large Cap Growth* $ 1,285.00 $ 2,183.00 $ 3,120.00 $ 5,292.00 Multimanager Large Cap Value* $ 1,283.00 $ 2,177.00 $ 3,109.00 $ 5,273.00 Multimanager Mid Cap Growth* $ 1,306.00 $ 2,243.00 $ 3,216.00 $ 5,465.00 Multimanager Mid Cap Value* $ 1,309.00 $ 2,253.00 $ 3,231.00 $ 5,492.00 Multimanager Technology* $ 1,319.00 $ 2,281.00 $ 3,277.00 $ 5,573.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 1,229.00 $ 2,017.00 $ 2,851.00 $ 4,799.00 EQ/AllianceBernstein Growth and Income++ $ 1,237.00 $ 2,043.00 $ 2,893.00 $ 4,876.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,233.00 $ 2,030.00 $ 2,872.00 $ 4,838.00 EQ/AllianceBernstein International $ 1,262.00 $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/AllianceBernstein Large Cap Growth $ 1,273.00 $ 2,148.00 $ 3,063.00 $ 5,190.00 EQ/AllianceBernstein Quality Bond $ 1,233.00 $ 2,030.00 $ 2,872.00 $ 4,838.00 EQ/AllianceBernstein Small Cap Growth $ 1,258.00 $ 2,104.00 $ 2,991.00 $ 5,058.00 EQ/AllianceBernstein Value $ 1,243.00 $ 2,059.00 $ 2,919.00 $ 4,924.00 EQ/Ariel Appreciation II $ 1,300.00 $ 2,228.00 $ 3,191.00 $ 5,420.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,473.00 $ 2,719.00 $ 3,966.00 $ 6,740.00 EQ/BlackRock Basic Value Equity* $ 1,238.00 $ 2,046.00 $ 2,898.00 $ 4,886.00 EQ/BlackRock International Value* $ 1,275.00 $ 2,155.00 $ 3,073.00 $ 5,208.00 EQ/Boston Advisors Equity Income $ 1,261.00 $ 2,113.00 $ 3,007.00 $ 5,086.00 EQ/Calvert Socially Responsible $ 1,261.00 $ 2,113.00 $ 3,007.00 $ 5,086.00 EQ/Capital Guardian Growth $ 1,251.00 $ 2,084.00 $ 2,960.00 $ 5,001.00 EQ/Capital Guardian International+ $ 1,276.00 $ 2,158.00 $ 3,079.00 $ 5,218.00 EQ/Capital Guardian Research $ 1,248.00 $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Capital Guardian U.S. Equity ++ $ 1,248.00 $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Caywood-Scholl High Yield Bond $ 1,248.00 $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Davis New York Venture $ 1,336.00 $ 2,332.00 $ 3,357.00 $ 5,715.00 EQ/Equity 500 Index $ 1,205.00 $ 1,947.00 $ 2,736.00 $ 4,582.00 EQ/Evergreen International Bond $ 1,264.00 $ 2,123.00 $ 3,022.00 $ 5,115.00 EQ/Evergreen Omega $ 1,257.00 $ 2,100.00 $ 2,986.00 $ 5,048.00 EQ/FI Mid Cap $ 1,254.00 $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/FI Mid Cap Value+ $ 1,257.00 $ 2,100.00 $ 2,986.00 $ 5,048.00 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ If you do not surrender your contract at the end of the If you annuitize at the end of the applicable time applicable period time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years 1 year - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation N/A $ 2,205.00 $ 3,155.00 $ 5,356.00 $ 493.00 AXA Conservative Allocation N/A $ 2,142.00 $ 3,053.00 $ 5,171.00 $ 471.00 AXA Conservative-Plus Allocation N/A $ 2,145.00 $ 3,058.00 $ 5,180.00 $ 472.00 AXA Moderate Allocation N/A $ 2,161.00 $ 3,084.00 $ 5,227.00 $ 478.00 AXA Moderate-Plus Allocation N/A $ 2,183.00 $ 3,120.00 $ 5,292.00 $ 485.00 Multimanager Aggressive Equity* N/A $ 2,081.00 $ 2,955.00 $ 4,991.00 $ 450.00 Multimanager Core Bond* N/A $ 2,072.00 $ 2,939.00 $ 4,963.00 $ 447.00 Multimanager Health Care* N/A $ 2,281.00 $ 3,277.00 $ 5,573.00 $ 519.00 Multimanager High Yield* N/A $ 2,069.00 $ 2,934.00 $ 4,953.00 $ 446.00 Multimanager International Equity* N/A $ 2,234.00 $ 3,201.00 $ 5,438.00 $ 503.00 Multimanager Large Cap Core Equity* N/A $ 2,177.00 $ 3,109.00 $ 5,273.00 $ 483.00 Multimanager Large Cap Growth* N/A $ 2,183.00 $ 3,120.00 $ 5,292.00 $ 485.00 Multimanager Large Cap Value* N/A $ 2,177.00 $ 3,109.00 $ 5,273.00 $ 483.00 Multimanager Mid Cap Growth* N/A $ 2,243.00 $ 3,216.00 $ 5,465.00 $ 506.00 Multimanager Mid Cap Value* N/A $ 2,253.00 $ 3,231.00 $ 5,492.00 $ 509.00 Multimanager Technology* N/A $ 2,281.00 $ 3,277.00 $ 5,573.00 $ 519.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock N/A $ 2,017.00 $ 2,851.00 $ 4,799.00 $ 429.00 EQ/AllianceBernstein Growth and Income++ N/A $ 2,043.00 $ 2,893.00 $ 4,876.00 $ 437.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 2,030.00 $ 2,872.00 $ 4,838.00 $ 433.00 EQ/AllianceBernstein International N/A $ 2,116.00 $ 3,012.00 $ 5,096.00 $ 462.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,148.00 $ 3,063.00 $ 5,190.00 $ 473.00 EQ/AllianceBernstein Quality Bond N/A $ 2,030.00 $ 2,872.00 $ 4,838.00 $ 433.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,104.00 $ 2,991.00 $ 5,058.00 $ 458.00 EQ/AllianceBernstein Value N/A $ 2,059.00 $ 2,919.00 $ 4,924.00 $ 443.00 EQ/Ariel Appreciation II N/A $ 2,228.00 $ 3,191.00 $ 5,420.00 $ 500.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,719.00 $ 3,966.00 $ 6,740.00 $ 673.00 EQ/BlackRock Basic Value Equity* N/A $ 2,046.00 $ 2,898.00 $ 4,886.00 $ 438.00 EQ/BlackRock International Value* N/A $ 2,155.00 $ 3,073.00 $ 5,208.00 $ 475.00 EQ/Boston Advisors Equity Income N/A $ 2,113.00 $ 3,007.00 $ 5,086.00 $ 461.00 EQ/Calvert Socially Responsible N/A $ 2,113.00 $ 3,007.00 $ 5,086.00 $ 461.00 EQ/Capital Guardian Growth N/A $ 2,084.00 $ 2,960.00 $ 5,001.00 $ 451.00 EQ/Capital Guardian International+ N/A $ 2,158.00 $ 3,079.00 $ 5,218.00 $ 476.00 EQ/Capital Guardian Research N/A $ 2,075.00 $ 2,944.00 $ 4,972.00 $ 448.00 EQ/Capital Guardian U.S. Equity ++ N/A $ 2,075.00 $ 2,944.00 $ 4,972.00 $ 448.00 EQ/Caywood-Scholl High Yield Bond N/A $ 2,075.00 $ 2,944.00 $ 4,972.00 $ 448.00 EQ/Davis New York Venture N/A $ 2,332.00 $ 3,357.00 $ 5,715.00 $ 536.00 EQ/Equity 500 Index N/A $ 1,947.00 $ 2,736.00 $ 4,582.00 $ 405.00 EQ/Evergreen International Bond N/A $ 2,123.00 $ 3,022.00 $ 5,115.00 $ 464.00 EQ/Evergreen Omega N/A $ 2,100.00 $ 2,986.00 $ 5,048.00 $ 457.00 EQ/FI Mid Cap N/A $ 2,091.00 $ 2,970.00 $ 5,020.00 $ 454.00 EQ/FI Mid Cap Value+ N/A $ 2,100.00 $ 2,986.00 $ 5,048.00 $ 457.00 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------- 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,505.00 $ 2,555.00 $ 5,356.00 AXA Conservative Allocation $ 1,442.00 $ 2,453.00 $ 5,171.00 AXA Conservative-Plus Allocation $ 1,445.00 $ 2,458.00 $ 5,180.00 AXA Moderate Allocation $ 1,461.00 $ 2,484.00 $ 5,227.00 AXA Moderate-Plus Allocation $ 1,483.00 $ 2,520.00 $ 5,292.00 Multimanager Aggressive Equity* $ 1,381.00 $ 2,355.00 $ 4,991.00 Multimanager Core Bond* $ 1,372.00 $ 2,339.00 $ 4,963.00 Multimanager Health Care* $ 1,581.00 $ 2,677.00 $ 5,573.00 Multimanager High Yield* $ 1,369.00 $ 2,334.00 $ 4,953.00 Multimanager International Equity* $ 1,534.00 $ 2,601.00 $ 5,438.00 Multimanager Large Cap Core Equity* $ 1,477.00 $ 2,509.00 $ 5,273.00 Multimanager Large Cap Growth* $ 1,483.00 $ 2,520.00 $ 5,292.00 Multimanager Large Cap Value* $ 1,477.00 $ 2,509.00 $ 5,273.00 Multimanager Mid Cap Growth* $ 1,543.00 $ 2,616.00 $ 5,465.00 Multimanager Mid Cap Value* $ 1,553.00 $ 2,631.00 $ 5,492.00 Multimanager Technology* $ 1,581.00 $ 2,677.00 $ 5,573.00 - ------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,317.00 $ 2,251.00 $ 4,799.00 EQ/AllianceBernstein Growth and Income++ $ 1,343.00 $ 2,293.00 $ 4,876.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,330.00 $ 2,272.00 $ 4,838.00 EQ/AllianceBernstein International $ 1,416.00 $ 2,412.00 $ 5,096.00 EQ/AllianceBernstein Large Cap Growth $ 1,448.00 $ 2,463.00 $ 5,190.00 EQ/AllianceBernstein Quality Bond $ 1,330.00 $ 2,272.00 $ 4,838.00 EQ/AllianceBernstein Small Cap Growth $ 1,404.00 $ 2,391.00 $ 5,058.00 EQ/AllianceBernstein Value $ 1,359.00 $ 2,319.00 $ 4,924.00 EQ/Ariel Appreciation II $ 1,528.00 $ 2,591.00 $ 5,420.00 EQ/AXA Rosenberg Value Long/Short Equity $ 2,019.00 $ 3,366.00 $ 6,740.00 EQ/BlackRock Basic Value Equity* $ 1,346.00 $ 2,298.00 $ 4,886.00 EQ/BlackRock International Value* $ 1,455.00 $ 2,473.00 $ 5,208.00 EQ/Boston Advisors Equity Income $ 1,413.00 $ 2,407.00 $ 5,086.00 EQ/Calvert Socially Responsible $ 1,413.00 $ 2,407.00 $ 5,086.00 EQ/Capital Guardian Growth $ 1,384.00 $ 2,360.00 $ 5,001.00 EQ/Capital Guardian International+ $ 1,458.00 $ 2,479.00 $ 5,218.00 EQ/Capital Guardian Research $ 1,375.00 $ 2,344.00 $ 4,972.00 EQ/Capital Guardian U.S. Equity ++ $ 1,375.00 $ 2,344.00 $ 4,972.00 EQ/Caywood-Scholl High Yield Bond $ 1,375.00 $ 2,344.00 $ 4,972.00 EQ/Davis New York Venture $ 1,632.00 $ 2,757.00 $ 5,715.00 EQ/Equity 500 Index $ 1,247.00 $ 2,136.00 $ 4,582.00 EQ/Evergreen International Bond $ 1,423.00 $ 2,422.00 $ 5,115.00 EQ/Evergreen Omega $ 1,400.00 $ 2,386.00 $ 5,048.00 EQ/FI Mid Cap $ 1,391.00 $ 2,370.00 $ 5,020.00 EQ/FI Mid Cap Value+ $ 1,400.00 $ 2,386.00 $ 5,048.00 - ------------------------------------------------------------------------------------------------------- Fee table 17 - -------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the applicable time period - -------------------------------------------------------------------------------------------------------- 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------------------------------------- EQ/Franklin Income $ 1,303.00 $ 2,234.00 $ 3,201.00 $ 5,438.00 EQ/Franklin Small Cap Value $ 1,480.00 $ 2,737.00 $ 3,994.00 $ 6,786.00 EQ/Franklin Templeton Founding Strategy** $ 1,308.00 $ 2,250.00 $ 3,226.00 $ 5,483.00 EQ/GAMCO Mergers and Acquisitions $ 1,297.00 $ 2,218.00 $ 3,176.00 $ 5,393.00 EQ/GAMCO Small Company Value $ 1,263.00 $ 2,120.00 $ 3,017.00 $ 5,105.00 EQ/International Growth $ 1,294.00 $ 2,209.00 $ 3,160.00 $ 5,365.00 EQ/Janus Large Cap Growth++ $ 1,278.00 $ 2,161.00 $ 3,084.00 $ 5,227.00 EQ/JPMorgan Core Bond $ 1,228.00 $ 2,014.00 $ 2,846.00 $ 4,789.00 EQ/JPMorgan Value Opportunities $ 1,246.00 $ 2,069.00 $ 2,934.00 $ 4,953.00 EQ/Legg Mason Value Equity $ 1,258.00 $ 2,104.00 $ 2,991.00 $ 5,058.00 EQ/Long Term Bond $ 1,227.00 $ 2,011.00 $ 2,841.00 $ 4,779.00 EQ/Lord Abbett Growth and Income $ 1,262.00 $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/Lord Abbett Large Cap Core $ 1,279.00 $ 2,164.00 $ 3,089.00 $ 5,236.00 EQ/Lord Abbett Mid Cap Value $ 1,259.00 $ 2,107.00 $ 2,996.00 $ 5,067.00 EQ/Marsico Focus $ 1,270.00 $ 2,139.00 $ 3,048.00 $ 5,162.00 EQ/MFS Emerging Growth Companies+ $ 1,250.00 $ 2,081.00 $ 2,955.00 $ 4,991.00 EQ/MFS Investors Trust+ $ 1,246.00 $ 2,069.00 $ 2,934.00 $ 4,953.00 EQ/Money Market $ 1,215.00 $ 1,976.00 $ 2,783.00 $ 4,671.00 EQ/Montag & Caldwell Growth $ 1,262.00 $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/Mutual Shares $ 1,316.00 $ 2,272.00 $ 3,262.00 $ 5,546.00 EQ/Oppenheimer Global $ 1,410.00 $ 2,541.00 $ 3,688.00 $ 6,282.00 EQ/Oppenheimer Main Street Opportunity $ 1,428.00 $ 2,593.00 $ 3,770.00 $ 6,419.00 EQ/Oppenheimer Main Street Small Cap $ 1,423.00 $ 2,578.00 $ 3,746.00 $ 6,379.00 EQ/PIMCO Real Return $ 1,243.00 $ 2,059.00 $ 2,919.00 $ 4,924.00 EQ/Short Duration Bond $ 1,225.00 $ 2,008.00 $ 2,835.00 $ 4,769.00 EQ/Small Cap Value+ $ 1,259.00 $ 2,107.00 $ 2,996.00 $ 5,067.00 EQ/Small Company Growth+ $ 1,291.00 $ 2,199.00 $ 3,145.00 $ 5,338.00 EQ/Small Company Index $ 1,209.00 $ 1,960.00 $ 2,757.00 $ 4,622.00 EQ/TCW Equity ++ $ 1,268.00 $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/Templeton Growth $ 1,336.00 $ 2,332.00 $ 3,357.00 $ 5,715.00 EQ/UBS Growth and Income $ 1,263.00 $ 2,120.00 $ 3,017.00 $ 5,105.00 EQ/Van Kampen Comstock $ 1,255.00 $ 2,094.00 $ 2,976.00 $ 5,029.00 EQ/Van Kampen Emerging Markets Equity $ 1,329.00 $ 2,310.00 $ 3,322.00 $ 5,653.00 EQ/Van Kampen Mid Cap Growth $ 1,264.00 $ 2,123.00 $ 3,022.00 $ 5,115.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,300.00 $ 2,228.00 $ 3,191.00 $ 5,420.00 - -------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - -------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,284.00 $ 2,180.00 $ 3,114.00 $ 5,283.00 - -------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ If you do not surrender If you annuitize at the end of the applicable time your contract at the end of period the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years 1 year 3 years - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income N/A $ 2,234.00 $ 3,201.00 $ 5,438.00 $ 503.00 $ 1,534.00 EQ/Franklin Small Cap Value N/A $ 2,737.00 $ 3,994.00 $ 6,786.00 $ 680.00 $ 2,037.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,250.00 $ 3,226.00 $ 5,483.00 $ 508.00 $ 1,550.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,218.00 $ 3,176.00 $ 5,393.00 $ 497.00 $ 1,518.00 EQ/GAMCO Small Company Value N/A $ 2,120.00 $ 3,017.00 $ 5,105.00 $ 463.00 $ 1,420.00 EQ/International Growth N/A $ 2,209.00 $ 3,160.00 $ 5,365.00 $ 494.00 $ 1,509.00 EQ/Janus Large Cap Growth++ N/A $ 2,161.00 $ 3,084.00 $ 5,227.00 $ 478.00 $ 1,461.00 EQ/JPMorgan Core Bond N/A $ 2,014.00 $ 2,846.00 $ 4,789.00 $ 428.00 $ 1,314.00 EQ/JPMorgan Value Opportunities N/A $ 2,069.00 $ 2,934.00 $ 4,953.00 $ 446.00 $ 1,369.00 EQ/Legg Mason Value Equity N/A $ 2,104.00 $ 2,991.00 $ 5,058.00 $ 458.00 $ 1,404.00 EQ/Long Term Bond N/A $ 2,011.00 $ 2,841.00 $ 4,779.00 $ 427.00 $ 1,311.00 EQ/Lord Abbett Growth and Income N/A $ 2,116.00 $ 3,012.00 $ 5,096.00 $ 462.00 $ 1,416.00 EQ/Lord Abbett Large Cap Core N/A $ 2,164.00 $ 3,089.00 $ 5,236.00 $ 479.00 $ 1,464.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,107.00 $ 2,996.00 $ 5,067.00 $ 459.00 $ 1,407.00 EQ/Marsico Focus N/A $ 2,139.00 $ 3,048.00 $ 5,162.00 $ 470.00 $ 1,439.00 EQ/MFS Emerging Growth Companies+ N/A $ 2,081.00 $ 2,955.00 $ 4,991.00 $ 450.00 $ 1,381.00 EQ/MFS Investors Trust+ N/A $ 2,069.00 $ 2,934.00 $ 4,953.00 $ 446.00 $ 1,369.00 EQ/Money Market N/A $ 1,976.00 $ 2,783.00 $ 4,671.00 $ 415.00 $ 1,276.00 EQ/Montag & Caldwell Growth N/A $ 2,116.00 $ 3,012.00 $ 5,096.00 $ 462.00 $ 1,416.00 EQ/Mutual Shares N/A $ 2,272.00 $ 3,262.00 $ 5,546.00 $ 516.00 $ 1,572.00 EQ/Oppenheimer Global N/A $ 2,541.00 $ 3,688.00 $ 6,282.00 $ 610.00 $ 1,841.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,593.00 $ 3,770.00 $ 6,419.00 $ 628.00 $ 1,893.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,578.00 $ 3,746.00 $ 6,379.00 $ 623.00 $ 1,878.00 EQ/PIMCO Real Return N/A $ 2,059.00 $ 2,919.00 $ 4,924.00 $ 443.00 $ 1,359.00 EQ/Short Duration Bond N/A $ 2,008.00 $ 2,835.00 $ 4,769.00 $ 425.00 $ 1,308.00 EQ/Small Cap Value+ N/A $ 2,107.00 $ 2,996.00 $ 5,067.00 $ 459.00 $ 1,407.00 EQ/Small Company Growth+ N/A $ 2,199.00 $ 3,145.00 $ 5,338.00 $ 491.00 $ 1,499.00 EQ/Small Company Index N/A $ 1,960.00 $ 2,757.00 $ 4,622.00 $ 409.00 $ 1,260.00 EQ/TCW Equity ++ N/A $ 2,132.00 $ 3,037.00 $ 5,143.00 $ 468.00 $ 1,432.00 EQ/Templeton Growth N/A $ 2,332.00 $ 3,357.00 $ 5,715.00 $ 536.00 $ 1,632.00 EQ/UBS Growth and Income N/A $ 2,120.00 $ 3,017.00 $ 5,105.00 $ 463.00 $ 1,420.00 EQ/Van Kampen Comstock N/A $ 2,094.00 $ 2,976.00 $ 5,029.00 $ 455.00 $ 1,394.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,310.00 $ 3,322.00 $ 5,653.00 $ 529.00 $ 1,610.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,123.00 $ 3,022.00 $ 5,115.00 $ 464.00 $ 1,423.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,228.00 $ 3,191.00 $ 5,420.00 $ 500.00 $ 1,528.00 - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ N/A $ 2,180.00 $ 3,114.00 $ 5,283.00 $ 484.00 $ 1,480.00 - ------------------------------------------------------------------------------------------------------------------------------------ '-------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - -------------------------------------------------------------------------- 5 years 10 years - -------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------- EQ/Franklin Income $ 2,601.00 $ 5,438.00 EQ/Franklin Small Cap Value $ 3,394.00 $ 6,786.00 EQ/Franklin Templeton Founding Strategy** $ 2,626.00 $ 5,483.00 EQ/GAMCO Mergers and Acquisitions $ 2,576.00 $ 5,393.00 EQ/GAMCO Small Company Value $ 2,417.00 $ 5,105.00 EQ/International Growth $ 2,560.00 $ 5,365.00 EQ/Janus Large Cap Growth++ $ 2,484.00 $ 5,227.00 EQ/JPMorgan Core Bond $ 2,246.00 $ 4,789.00 EQ/JPMorgan Value Opportunities $ 2,334.00 $ 4,953.00 EQ/Legg Mason Value Equity $ 2,391.00 $ 5,058.00 EQ/Long Term Bond $ 2,241.00 $ 4,779.00 EQ/Lord Abbett Growth and Income $ 2,412.00 $ 5,096.00 EQ/Lord Abbett Large Cap Core $ 2,489.00 $ 5,236.00 EQ/Lord Abbett Mid Cap Value $ 2,396.00 $ 5,067.00 EQ/Marsico Focus $ 2,448.00 $ 5,162.00 EQ/MFS Emerging Growth Companies+ $ 2,355.00 $ 4,991.00 EQ/MFS Investors Trust+ $ 2,334.00 $ 4,953.00 EQ/Money Market $ 2,183.00 $ 4,671.00 EQ/Montag & Caldwell Growth $ 2,412.00 $ 5,096.00 EQ/Mutual Shares $ 2,662.00 $ 5,546.00 EQ/Oppenheimer Global $ 3,088.00 $ 6,282.00 EQ/Oppenheimer Main Street Opportunity $ 3,170.00 $ 6,419.00 EQ/Oppenheimer Main Street Small Cap $ 3,146.00 $ 6,379.00 EQ/PIMCO Real Return $ 2,319.00 $ 4,924.00 EQ/Short Duration Bond $ 2,235.00 $ 4,769.00 EQ/Small Cap Value+ $ 2,396.00 $ 5,067.00 EQ/Small Company Growth+ $ 2,545.00 $ 5,338.00 EQ/Small Company Index $ 2,157.00 $ 4,622.00 EQ/TCW Equity ++ $ 2,437.00 $ 5,143.00 EQ/Templeton Growth $ 2,757.00 $ 5,715.00 EQ/UBS Growth and Income $ 2,417.00 $ 5,105.00 EQ/Van Kampen Comstock $ 2,376.00 $ 5,029.00 EQ/Van Kampen Emerging Markets Equity $ 2,722.00 $ 5,653.00 EQ/Van Kampen Mid Cap Growth $ 2,422.00 $ 5,115.00 EQ/Wells Fargo Montgomery Small Cap++ $ 2,591.00 $ 5,420.00 - -------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - -------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 2,514.00 $ 5,283.00 - -------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contracts features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $10,000 for you to purchase a contract. You may make additional contributions of at least $500 each for NQ, QP and Rollover TSA contracts and $50 each for IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. All ages in the table refer to the age of the annuitant named in the contract. Additional contributions may not be permitted in your state. Please see Appendix VIII later in this Prospectus to see if additional contributions are permitted in your state. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "annuitant" is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available for annuitant Contract type issue ages* Minimum contributions - -------------------------------------------------------------------------------- NQ 0 through 80 o $10,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our automatic invest- ment program (additional) - -------------------------------------------------------------------------------- Rollover IRA 20 through 80 o $10,000 (initial) o $500 (additional) - ---------------------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - ---------------------------------------------------------------------------------------------- NQ o After-tax money. o No additional contributions after attainment of age 81 or, if later, o Paid to us by check or transfer the first contract date of contract value in a tax- anniversary.* deferred exchange under Section 1035 of the Internal Revenue Code. - ---------------------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distributions o No contributions after attainment from TSA contracts or other of age 81 or, if later, the first 403(b) arrangements, qualified contract date anniversary.* plans, and governmental employer 457(b) plans. o Contributions after age 70-1/2 must be net of required minimum o Rollovers from another tradi- distributions. tional individual retirement arrangement. o Although we accept regular IRA contributions (limited to $4,000 o Direct custodian-to-custodian for 2007 and $5,000 for 2008) transfers from another tradi- under Rollover IRA contracts, we tional individual retirement intend that this contract be used arrangement. primarily for rollover and direct transfer contributions. o Regular IRA contributions. o Additional catch-up contributions o Additional "catch-up" contribu- of up to $1,000 per calendar tions. year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ---------------------------------------------------------------------------------------------- 20 Contract features and benefits - -------------------------------------------------------------------------------- Available for annuitant Contract type issue ages* Minimum contributions - -------------------------------------------------------------------------------- Roth Conversion 20 through 80 o $10,000 (initial) IRA o $500 (additional) - -------------------------------------------------------------------------------- Rollover TSA 20 through 80 o $10,000 (initial) o $500 (additional) - --------------------------------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - --------------------------------------------------------------------------------------------------------- Roth Conversion o Rollovers from another Roth o No additional rollover or direct IRA IRA. transfer contributions after attainment of age 81 or, if later, o Rollovers from a "designated the first contract date Roth contribution account" anniversary.* under a 401(k) plan or 403(b) arrangement. o Conversion rollovers after age 70-1/2 must be net of required o Conversion rollovers from a minimum distributions for the traditional IRA. traditional IRA you are rolling o Direct transfers from another over. Roth IRA. o You cannot roll over funds from a o Regular Roth IRA contributions. traditional IRA if your adjusted gross income is $100,000 or o Additional catch-up contribu- more. tions. o Although we accept regular Roth IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA con- tracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the con- tribution is made. - --------------------------------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax funds o Additional rollover or direct from another contract or transfer contributions may be arrangement under Section made up to attainment of age 81 403(b) of the Internal Revenue or, if later, the first contract date Code, complying with IRS Rev- anniversary.* enue Ruling 90-24. o Rollover or direct transfer contri- o Eligible rollover distributions of butions after age 70-1/2 must be pre-tax funds from other 403(b) net of any required minimum plans. distributions. o Subsequent contributions may o We do not accept employer- also be rollovers from qualified remitted contributions. plans, governmental employer 457(b) plans and traditional IRAs. - --------------------------------------------------------------------------------------------------------- Contract features and benefits 21 - ------------------------------------------------------------------------------------------ Available for annuitant Contract type issue ages* Minimum contributions - ------------------------------------------------------------------------------------------ QP 20 through 70 o $10,000 (initial) o $500 (additional) - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ Limitations on Contract type Source of contributions contributions+ - ------------------------------------------------------------------------------------------ QP o Only transfer contributions o A separate QP contract must be from other investments within established for each plan an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contributions or o The plan must be qualified contributions directly from the under Section 401(a) of the employer. Internal Revenue Code. o Only one additional transfer o For 401(k) plans, transferred contribution may be made during a contributions may not include contract year. any after-tax contributions, including designated Roth o No additional transfer contribu- contributions. tions after participants attainment of age 71 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contributions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ------------------------------------------------------------------------------------------ + Additional contributions may not be permitted under certain conditions in your state. If you purchase Guaranteed principal benefit option 2, no contributions are permitted after the six month period beginning on the contract date. Please see Appendix VIII later in this Prospectus to see if additional contributions are permitted in your state. * Please see Appendix IX for variations that may apply to your contract. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 22 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. If the Spousal protection feature is available under your contract and is elected, the spouses must be joint owners, one of the spouses must be the annuitant and both must be named as the only primary beneficiaries. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II later in this Prospectus for more information on QP contracts. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose. Additional contributions may also be made under our automatic investment program. These methods of payment, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealer, are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option and the fixed maturity options. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. Contract features and benefits 23 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Plus(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - -------------------------------------------------------------------------------------------- AXA Premier VIP Trust Portfolio Name(*) Objective - -------------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. - -------------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. - -------------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a ALLOCATION greater emphasis on current income. - -------------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. - -------------------------------------------------------------------------------------------- AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, ALLOCATION with a greater emphasis on capital appreciation. - -------------------------------------------------------------------------------------------- MULTIMANAGER AGGRESSIVE Long-term growth of capital. EQUITY(1) - -------------------------------------------------------------------------------------------- MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital appreciation, consistent with a prudent level of risk. - -------------------------------------------------------------------------------------------- MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. - -------------------------------------------------------------------------------------------- MULTIMANAGER HIGH YIELD(4) High total return through a combination of current income and capital appreciation. - -------------------------------------------------------------------------------------------- MULTIMANAGER INTERNATIONAL Long-term growth of capital. EQUITY(5) - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - -------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION o AXA Equitable - -------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION o AXA Equitable - -------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS o AXA Equitable ALLOCATION - -------------------------------------------------------------------------------- AXA MODERATE ALLOCATION o AXA Equitable - -------------------------------------------------------------------------------- AXA MODERATE-PLUS o AXA Equitable ALLOCATION - -------------------------------------------------------------------------------- MULTIMANAGER AGGRESSIVE o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - -------------------------------------------------------------------------------- MULTIMANAGER CORE BOND(2) o BlackRock Financial Management, Inc. o Pacific Investment Management Company LLC - -------------------------------------------------------------------------------- MULTIMANAGER HEALTH CARE(3) o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - -------------------------------------------------------------------------------- MULTIMANAGER HIGH YIELD(4) o Pacific Investment Management Company LLC o Post Advisory Group, LLC - -------------------------------------------------------------------------------- MULTIMANAGER INTERNATIONAL o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - -------------------------------------------------------------------------------- 24 Contract features and benefits - -------------------------------------------------------------------------------------------- AXA Premier VIP Trust Portfolio Name(*) Objective - -------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP CORE Long-term growth of capital. EQUITY(6) - -------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. GROWTH(7) - -------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. VALUE(8) - -------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. GROWTH(9) - -------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP VALUE(10) Long-term growth of capital. - -------------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COMMON Seeks to achieve long-term growth of capital. STOCK - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. AND INCOME++ - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERME- Seeks to achieve high current income consistent with DIATE GOVERNMENT SECURITIES relative stability of principal. - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERNA- Seeks to achieve long-term growth of capital. TIONAL - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. CAP GROWTH - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with BOND moderate risk to capital. - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. CAP GROWTH - -------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. - -------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. - -------------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE LONG/ Seeks to increase value through bull markets and bear SHORT EQUITY markets using strategies that are designed to limit expo- sure to general equity market risk. - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - -------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP CORE o AllianceBernstein L.P. EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - -------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - -------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - -------------------------------------------------------------------------------- MULTIMANAGER MID CAP o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - -------------------------------------------------------------------------------- MULTIMANAGER MID CAP VALUE(10) o AXA Rosenberg Investment Management LLC o TCW Investment Management Company o Wellington Management Company, LLP - -------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - -------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COMMON o AllianceBernstein L.P. STOCK - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH o AllianceBernstein L.P. AND INCOME++ - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERME- o AllianceBernstein L.P. DIATE GOVERNMENT SECURITIES - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERNA- o AllianceBernstein L.P. TIONAL - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE o AllianceBernstein L.P. CAP GROWTH - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY o AllianceBernstein L.P. BOND - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL o AllianceBernstein L.P. CAP GROWTH - -------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE o AllianceBernstein L.P. - -------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II o Ariel Capital Management, LLC - -------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE LONG/ o AXA Rosenberg Investment Management LLC SHORT EQUITY - -------------------------------------------------------------------------------- Contract features and benefits 25 - -------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - -------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. EQUITY(12) - -------------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of VALUE(13) income, accompanied by growth of capital. - -------------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an INCOME above-average and consistent total return. - -------------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. RESPONSIBLE - -------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. INTERNATIONAL+ - -------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN RESEARCH Seeks to achieve long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. EQUITY++ - -------------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH YIELD Seeks to maximize current income. BOND - -------------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consis- tent with that of the S&P 500 Index. - -------------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. BOND - -------------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA Seeks long-term capital growth. - -------------------------------------------------------------------------------------------- EQ/FI MID CAP Seeks long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. - -------------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects for capital appreciation. - -------------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. - -------------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON FOUND- Primarily seeks capital appreciation and secondarily seeks ING STRATEGY(**) income. - -------------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND ACQUI- Seeks to achieve capital appreciation. SITIONS - -------------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. VALUE - -------------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. - -------------------------------------------------------------------------------------------- EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- erate risk to capital and maintenance of liquidity. - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - -------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE o BlackRock Investment Management, LLC EQUITY(12) - -------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL o BlackRock Investment Management Interna- VALUE(13) tional Limited - -------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY o Boston Advisors, LLC INCOME - -------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - -------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH o Capital Guardian Trust Company - -------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN o Capital Guardian Trust Company INTERNATIONAL+ - -------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN RESEARCH o Capital Guardian Trust Company - -------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN U.S. o Capital Guardian Trust Company EQUITY++ - -------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH YIELD o Caywood-Scholl Capital Management BOND - -------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE o Davis Selected Advisers, L.P. - -------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX o AllianceBernstein L.P. - -------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - -------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA o Evergreen Investment Management Company, LLC - -------------------------------------------------------------------------------- EQ/FI MID CAP o Fidelity Management & Research Company - -------------------------------------------------------------------------------- EQ/FI MID CAP VALUE+ o Fidelity Management & Research Company - -------------------------------------------------------------------------------- EQ/FRANKLIN INCOME o Franklin Advisers, Inc. - -------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE o Franklin Advisory Services, LLC - -------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON FOUND- o AXA Equitable ING STRATEGY(**) - -------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND ACQUI- o GAMCO Asset Management Inc. SITIONS - -------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY o GAMCO Asset Management Inc. VALUE - -------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH o MFS Investment Management. - -------------------------------------------------------------------------------- EQ/JANUS LARGE CAP GROWTH++ o Janus Capital Management LLC - -------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND o JPMorgan Investment Management Inc. - -------------------------------------------------------------------------------- 26 Contract features and benefits - -------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - -------------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE Long-term capital appreciation. OPPORTUNITIES - -------------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/LONG TERM BOND Seeks to maximize income and capital appreciation through investment in long-maturity debt obligations. - -------------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without INCOME excessive fluctuation in market value. - -------------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP CORE Capital appreciation and growth of income with reason- able risk. - -------------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE Capital appreciation. - -------------------------------------------------------------------------------------------- EQ/MARSICO FOCUS Seeks long-term growth of capital. - -------------------------------------------------------------------------------------------- EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. COMPANIES+ - -------------------------------------------------------------------------------------------- EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - -------------------------------------------------------------------------------------------- EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve its assets and maintain liquidity. - -------------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. GROWTH - -------------------------------------------------------------------------------------------- EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be short-term, and secondarily, income. - -------------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. - -------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. OPPORTUNITY - -------------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. SMALL CAP - -------------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation of real capital and prudent investment management. - -------------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. - -------------------------------------------------------------------------------------------- EQ/SMALL CAP VALUE+ Seeks capital appreciation. - -------------------------------------------------------------------------------------------- EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. - -------------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the deduction of portfolio expenses) the total return of the Russell 2000 Index. - -------------------------------------------------------------------------------------------- EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. - -------------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH Seeks long-term capital growth. - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - -------------------------------------------------------------------------------- EQ/JPMORGAN VALUE o JPMorgan Investment Management Inc. OPPORTUNITIES - -------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY o Legg Mason Capital Management, Inc. - -------------------------------------------------------------------------------- EQ/LONG TERM BOND o BlackRock Financial Management, Inc. - -------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND o Lord, Abbett & Co. LLC INCOME - -------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP CORE o Lord, Abbett & Co. LLC - -------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE o Lord, Abbett & Co. LLC - -------------------------------------------------------------------------------- EQ/MARSICO FOCUS o Marsico Capital Management, LLC - -------------------------------------------------------------------------------- EQ/MFS EMERGING GROWTH o MFS Investment Management COMPANIES+ - -------------------------------------------------------------------------------- EQ/MFS INVESTORS TRUST+ o MFS Investment Management - -------------------------------------------------------------------------------- EQ/MONEY MARKET o The Dreyfus Corporation - -------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL o Montag & Caldwell, Inc. GROWTH - -------------------------------------------------------------------------------- EQ/MUTUAL SHARES o Franklin Mutual Advisers, LLC - -------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL o OppenheimerFunds, Inc. - -------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET o OppenheimerFunds, Inc. OPPORTUNITY - -------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET o OppenheimerFunds, Inc. SMALL CAP - -------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN o Pacific Investment Management Company, LLC - -------------------------------------------------------------------------------- EQ/SHORT DURATION BOND o BlackRock Financial Management, Inc. - -------------------------------------------------------------------------------- EQ/SMALL CAP VALUE+ o Lazard Asset Management LLC o Franklin Advisory Services, LLC - -------------------------------------------------------------------------------- EQ/SMALL COMPANY GROWTH+ o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - -------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX o AllianceBernstein L.P. - -------------------------------------------------------------------------------- EQ/TCW EQUITY++ o TCW Investment Management Company - -------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH o Templeton Global Advisors Limited - -------------------------------------------------------------------------------- Contract features and benefits 27 - -------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - -------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital appreciation with income as a secondary consideration. - -------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK Capital growth and income. - -------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING MAR- Seeks long-term capital appreciation. KETS EQUITY - -------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP Capital growth. GROWTH - -------------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. SMALL CAP++ - -------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. Portfolio Name Objective - -------------------------------------------------------------------------------------------- U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and long- term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts. - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - -------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME o UBS Global Asset Management (Americas) Inc. - -------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK o Morgan Stanley Investment Management Inc. - -------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING MAR- o Morgan Stanley Investment KETS EQUITY Management Inc. - -------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP o Morgan Stanley Investment GROWTH Management Inc. - -------------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY o Wells Capital Management Inc. SMALL CAP++ - -------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. Portfolio Name Investment Manager - -------------------------------------------------------------------------------------------- U.S. REAL ESTATE -- CLASS II++ o Van Kampen (is the name under which Mor- gan Stanley Investment Management Inc. does business in certain situations) - -------------------------------------------------------------------------------------------- (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - --------------------------------------------------- FN Portfolio Name until May 29, 2007 - --------------------------------------------------- (1) AXA Premier VIP Aggressive Equity - --------------------------------------------------- (2) AXA Premier VIP Core Bond - --------------------------------------------------- (3) AXA Premier VIP Health Care - --------------------------------------------------- (4) AXA Premier VIP High Yield - --------------------------------------------------- (5) AXA Premier VIP International Equity - --------------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - --------------------------------------------------- (7) AXA Premier VIP Large Cap Growth - --------------------------------------------------- (8) AXA Premier VIP Large Cap Value - --------------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - --------------------------------------------------- (10) AXA Premier VIP Mid Cap Value - --------------------------------------------------- (11) AXA Premier VIP Technology - --------------------------------------------------- (12) EQ/Mercury Basic Value Equity - --------------------------------------------------- (13) EQ/Mercury International Value - --------------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 28 Contract features and benefits GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VIII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum ranges from 1% to 3%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if, on the date the contribution or transfer is to be applied, the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers, even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VIII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- Under the Special 10 year fixed maturity option (which is available only under contracts that offer GPB Option 2), additional contributions will have the same maturity date as your initial contribution (See "The guaranteed principal benefits," below). The rate to maturity you will receive for each additional contribution is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution. On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Plus(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value Contract features and benefits 29 adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for withdrawal charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amounts of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose from among three ways to allocate your contributions under your contract: self-directed, the guaranteed principal benefits, or dollar cost averaging. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, the guaranteed interest option (subject to restrictions in certain states--see Appendix VIII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If the annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. THE GUARANTEED PRINCIPAL BENEFITS (INCLUDING PRINCIPAL ASSURANCE) We offer a Guaranteed principal benefit ("GPB") with two options. See Appendix VIII later in this Prospectus for more information on state availability and Appendix IX for contract variation and/or availability of these benefits. You may only elect one of the GPBs. We will not offer either GPB when the rate to maturity for the applicable fixed maturity option is 3%. Both GPB options allow you to allocate a portion of your contribution or contributions to the variable investment options, while ensuring that your account value will at least equal your contributions adjusted for withdrawals and transfers on a specified date. GPB Option 2 generally provides you with the ability to allocate more of your contributions to the variable investment options than could be allocated using GPB Option 1 (also known as Principal assurance). If you elect either GPB, you may not elect the Guaranteed minimum income benefit, Principal Protector(SM), the systematic withdrawals option or the substantially equal withdrawals option. However, certain existing contract owners who elected GPB are not subject to these restrictions. See Appendix IX for information on what applies under your contract. You may elect GPB Option 1 when the contract is issued (after age 75, only the 7-year fixed maturity option is available; for QP the annuitant must be age 70 or younger when the contract is issued). You may elect GPB Option 2 only if the annuitant is age 75 (70 for QP contracts) or younger when the contract is issued. If you are purchasing an IRA, QP or Rollover TSA contract, before you either purchase GPB Option 2 or elect GPB Option 1 with a maturity year that would extend beyond the year in which you will reach age 70-1/2, you should consider whether your value in the variable investment options, guaranteed interest option and permissible funds outside this contract are sufficient to meet your required minimum distributions. See "Tax information" later in this Prospectus. If you elect GPB Option 2 and change ownership of the contract, GPB Option 2 will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. GUARANTEED PRINCIPAL BENEFIT OPTION 1 (UNDER CERTAIN CONTRACTS, THIS FEATURE IS CALLED "PRINCIPAL ASSURANCE"). Under GPB Option 1, you select a fixed maturity option at the time you sign your application. We 30 Contract features and benefits specify the portion of your initial contribution (plus any applicable portion of the credit we pay) to be allocated to that fixed maturity option in an amount that will cause the maturity value to equal the amount of your entire initial contribution (plus any credit paid under your contract) on the fixed maturity option's maturity date. The percentage of your contribution allocated to the fixed maturity option will be calculated based upon the rate to maturity then in effect for the fixed maturity option you choose. Your contract will contain information on the amount of your contribution allocated to the fixed maturity option. The maturity date you select generally may not be later than 10 years, or earlier than 7 years from your contract date. If you make any withdrawals or transfers from the fixed maturity option before the option's maturity date, the amount in the fixed maturity option will be adjusted and may no longer grow to equal your initial contribution under GPB Option 1. You may allocate the remainder of your initial contribution to the variable investment options and guaranteed interest option however you choose (unless you elect a dollar cost averaging program, in which case the remainder of your initial contribution must be allocated to the dollar cost averaging program). Upon the maturity date of the fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." There is no charge for GPB Option 1. If GPB option 1 continues under the successor owner/ annuitant feature, the account value will be reduced by the amount of any Credit attributable to any contributions made within one year of your death. If any portion of the Credit must be recovered from the fixed maturity option selected under GPB Option 1, the amount in the fixed maturity option may not grow to equal your initial contribution plus any applicable credit under GPB option 1. GUARANTEED PRINCIPAL BENEFIT OPTION 2. You may purchase GPB Option 2 at the time you apply for your contract. IF YOU PURCHASE GPB OPTION 2, YOU MAY NOT MAKE ADDITIONAL CONTRIBUTIONS TO YOUR CONTRACT AFTER SIX MONTHS FROM THE CONTRACT ISSUE DATE OR AT ANY EARLIER TIME IF AT SUCH TIME THE THEN APPLICABLE RATE TO MATURITY ON THE SPECIAL 10 YEAR FIXED MATURITY OPTION IS 3%. Therefore, any discussion in this Prospectus that involves any additional contributions after the first six months will be inapplicable. This feature is not available under all contracts. We specify the portion of your initial contribution (including any applicable portion of the credit we pay), and any additional permitted contributions, to be allocated to a Special 10 year fixed maturity option. Your contract will contain information on the percentage of applicable contributions allocated to the Special 10 year fixed maturity option. You may allocate the rest of your contributions among the investment options (other than the Special 10 year fixed maturity option) however you choose, as permitted under your contract and other than the Investment simplifier (unless you elect a dollar cost averaging program, in which case all contributions, other than amounts allocated to the Special 10 year fixed maturity option, must be allocated to the dollar cost averaging program). The Special 10 year fixed maturity option will earn interest at the specified rate to maturity then in effect. If on the 10th contract date anniversary, your annuity account value is less than the amount that is guaranteed under GPB Option 2, we will increase your annuity account value to be equal to the guaranteed amount under GPB Option 2. Any such additional amounts added to your annuity account value will be allocated to the EQ/Money Market investment option. After the maturity date of the Special 10 year fixed maturity option, the guarantee under GPB Option 2 will terminate. Upon the maturity date of the Special 10 year fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." The guaranteed amount under GPB Option 2 is equal to your initial contribution adjusted for any additional permitted contributions (excluding any credit applied to your contract), transfers out of the Special 10 year fixed maturity option and withdrawals from the contract (see "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus). Any transfers or withdrawals from the Special 10 year fixed maturity option will also be subject to a market value adjustment (see "Market value adjustment" under "Fixed maturity options" above in this section). Once you purchase the Guaranteed principal benefit option 2, you may not voluntarily terminate this benefit. GPB Option 2 will terminate if the contract terminates before the maturity date of the Special 10 year fixed maturity option. If the owner and the annuitant are different people and the owner dies before the maturity date of the Special 10 year fixed maturity option, we will continue GPB Option 2 only if the contract can continue through the maturity date of the Special 10 year fixed maturity option. If the contract cannot so continue, we will terminate GPB Option 2. GPB Option 2 will continue where there is a successor owner/annuitant. However, the account value will be reduced by the amount of any Credit attributable to any contributions made within one year of your death. If any portion of the Credit must be recovered from the Special 10-year fixed maturity option, the fixed maturity amount would be affected; however, the guaranteed amount under GPB option 2 will not be affected. GPB Option 2 will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a fee associated with GPB Option 2 (see "Charges and expenses" later in this Prospectus). You should note that the purchase of GPB Option 2 is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. If you later decide that you would like to make additional contributions to the Accumulator(R) Plus(SM) contract, we may permit you to purchase another contract. If we do, however, you should note that we do not reduce or waive any of the charges on the new contract, nor do we guarantee that the features available under this contract will be available under the new contract. This means that you might end up paying more with respect to certain charges than if you had simply purchased a single contract (for example, the administrative charge). The purchase of GPB Option 2 is also not appropriate if you plan on terminating your contract before the maturity date of the Special 10 Contract features and benefits 31 year fixed maturity option. In addition, because we prohibit contributions to your contract after the first six months, certain contract benefits that are dependent upon contributions or account value will be limited (for example the amount of your credit, the Guaranteed death benefits and Protection Plus). You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option or other fixed maturity options, the purchase of GPB Option 2 may not be appropriate because of the guarantees already provided by these options. In addition, GPB Option 2 protects only contributions (not including the credit), and therefore your account value would have to decline in an amount greater than the credit in order for the benefit to apply. An example of the effect of GPB Option 1 and GPB Option 2 on your annuity contract is included in Appendix VI later in this Prospectus. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit's value is low and fewer units if the unit's value is high. Therefore, you may get a lower average cost per unit over the long term. This plan of investing, however, does not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. INVESTMENT SIMPLIFIER Fixed-dollar option. Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. The fixed-dollar option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. Interest sweep option. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. On the last day of each month, we check to see whether you have at least $7,500 in the guaranteed interest option. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not currently participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. If you elect a GPB, you may also elect the General dollar cost averaging program. If you elect either of these programs, everything other than amounts allocated to the fixed maturity option under the GPB must be allocated to that dollar cost averaging program. You may still elect the Investment simplifier for amounts transferred from investment options (other than the fixed maturity option under the GPB you have elected), and, for GPB Option 1, you may also elect Investment simplifier for subsequent contributions. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit (or the "Living Benefit") base" below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states. See Appendix VIII later in this Prospectus for more information on state availability. 32 Contract features and benefits CREDITS A credit will also be allocated to your account value at the same time that we allocate your contribution. Credits are allocated to the same investment options based on the same percentages used to allocate your contributions. If you elected Principal Protector(SM) the credit amounts attributable to your contributions are not included for purposes of calculating your Guaranteed withdrawal benefit ("GWB") (see "Principal Protector(SM)" later in this Prospectus for more information) benefit base. The amount of the credit will be 4%, 4.5% or 5% of each contribution based on the following breakpoints and rules: - -------------------------------------------------------------------------------- Credit percentage First year total contributions* applied to Breakpoints contributions+ - -------------------------------------------------------------------------------- Less than $500,000 4% $500,000-$999,999.99 4.5% $1 million or more 5% - -------------------------------------------------------------------------------- - ---------------------- * First year total contributions means your total contributions made in the first contract year. + If you already own an Accumulator(R) Plus contract, the credit percentages applied to your contributions may be higher. See Appendix IX for the credit percentages that apply to your contract. The percentage of the credit is based on your first year total contributions. If you purchase GPB Option 2, you may not make additional contributions after the first six months. This credit percentage will be credited to your initial contribution and each additional contribution made in the first contract year (after adjustment as described below), as well as those in the second and later contract years. The credit will apply to an additional contribution only to the extent that the sum of that contribution and all prior contributions to which no Credit was applied exceeds the total withdrawals made from the contract since the issue date.(1) Although the credit, as adjusted at the end of the first contract year, will be based upon first year total contributions, the following rules affect the percentage with which contributions made in the first contract year are credited during the first contract year: o Indication of intent: If you indicate in the application at the time you purchase your contract an intention to make additional contributions to meet one of the breakpoints (the "Expected First Year Contribution Amount") and your initial contribution is at least 50% of the Expected First Year Contribution Amount, your credit percentage will be as follows: o For any contributions resulting in total contributions to date less than or equal to your Expected First Year Contribution Amount, the credit percentage will be the percentage that applies to the Expected First Year Contribution Amount based on the table above. o For any subsequent contribution that results in your total contri- butions to date exceeding your Expected First Year Contribution Amount, such that the credit percentage should have been higher, we will increase the credit percentage applied to that contribution, as well as any prior or subsequent contributions made in the first contract year, accordingly. o If at the end of the first contract year your total contributions were lower than your Expected First Year Contribution Amount such that the credit applied should have been lower, we will recover any Excess Credit. The Excess Credit is equal to the difference between the credit that was actually applied based on your Expected First Year Contribution Amount (as applicable) and the credit that should have been applied based on first year total contributions. o The "Indication of intent" approach to first year contributions is not available in all states. Please see Appendix VIII later in this Prospectus for information on state availability. o No indication of intent: o For your initial contribution (if available in your state) we will apply the credit percentage based upon the above table. o For any subsequent contribution that results in a higher applicable credit percentage (based on total contributions to date), we will increase the credit percentage applied to that contribution, as well as any prior or subsequent contributions made in the first contract year, accordingly. In addition to the recovery of any Excess Credit, we will recover all of the credit or a portion of the credit in the following situations: o If you exercise your right to cancel the contract, we will recover the entire credit made to your contract (see "Your right to cancel within a certain number of days" later in this Prospectus)(2) o If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Please see Appendix VIII later in this Prospectus for information on state variations. o If the annuitant dies during the one-year period following our receipt of a contribution to which a credit was applied, we will recover the amount of such Credit.(3) See "Guaranteed principal benefit option 1" and "Guaranteed principal benefit option 2" earlier in this section; "Guaranteed minimum death benefit," "Principal Protector(SM)" and "Protection Plus(SM)" later in this section; and "Your beneficiary and payment of benefit"; "Successor owner and annuitant"; "Spousal protection"; and "Beneficiary continuation option" in "Payment of death benefit," later in this Prospectus. We will recover any credit on a pro rata basis from the value in your variable investment options and guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, the fixed maturity options in order of the - ---------------------- (1) See Appendix IX later in this Prospectus for contract variations. The application of this net crediting feature is subject to state approval. (2) The amount we return to you upon exercise of this right to cancel will not include any credit or the amount of charges deducted prior to cancellation but will reflect, except in states where we are required to return the amount of your contributions, any investment gain or loss in the variable investment options associated with your contributions and with the full amount of the credit. (3) Recovery of such credit is subject to state approval. See Appendix IX later in this Prospectus for contract variations. Contract features and benefits 33 earliest maturing date(s), any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the Special 10 year fixed maturity option. A market value adjustment may apply to withdrawals from the fixed maturity options. We do not consider credits to be contributions for purposes of any discussion in this Prospectus. Credits are also not considered to be part of your investment in the contract for tax purposes. We use a portion of the mortality and expense risks charge and withdrawal charge to help recover our cost of providing the credit. See "Charges and expenses" later in this Prospectus. The charge associated with the credit may, over time, exceed the sum of the credit and any related earnings. You should consider this possibility before purchasing the contract. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit (known as the "Living Benefit" under certain existing contracts) and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and an enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% (OR 5%) ROLL-UP TO AGE 85 (USED FOR THE 6% ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% (or 5%) with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond); the effective annual rate is 4% in Washington. Please see Appendix VIII later in this Prospectus to see what roll-up rate applies in your state or Appendix IX for what applies to your contract; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond, the fixed maturity options, the Special 10 year fixed maturity option, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract and any additional contributions, or o your highest account value on any contract date anniversary up to the contract date anniversary following the annuitant's 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% (or 5%) Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 34 Contract features and benefits GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base your RollUp benefit will not be eligible for another reset for five years. If after your death your spouse continues this contract as Successor owner/annuitant, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is annuitant age 75. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. The Roll-Up benefit base for both the Greater of enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. For information about whether the Guaranteed death benefit/ Guaranteed minimum income benefit roll-up benefit base reset is available under your contract, please see Appendix IX later in this Prospectus. The availability of the Guaranteed minimum death benefit/ guaranteed minimum income benefit roll-up benefit base reset is also subject to state approval. Please contact your financial professional for more information about availability in your state. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the annuitant's (and any joint annuitant's) age and sex in certain instances. GUARANTEED MINIMUM INCOME BENEFIT OPTION (DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT, THIS BENEFIT MAY BE CALLED THE "LIVING BENEFIT." SEE APPENDIX IX LATER IN THIS PROSPECTUS FOR MORE INFORMATION.) The Guaranteed minimum income benefit is available if the annuitant is age 20 through 75 at the time the contract is issued. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. This feature is not available if you elect a GPB option or Principal Protector(SM). If you are an existing contract owner, the Guaranteed minimum income benefit rider may have been available with Principal assurance. If the annuitant was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If the owner and annuitant are different in an NQ contract, there may be circumstances where the benefit may not be exercisable after an owner's death. Depending on when you purchased your contract, if you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Also, for more information about when the Guaranteed minimum income benefit will terminate under your contract, please see Appendix IX later in this Prospectus. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. If you are an existing contract owner, your options may be different. See Appendix IX later in this Prospectus for more information. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the annuitant's age as follows: Contract features and benefits 35 - -------------------------------------------- Level payments - -------------------------------------------- Period certain years ----------------------- Annuitant's age at exercise IRAs NQ - ------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - -------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit, should be regarded as a safety net only. It provides income protection if you elect an income payout while the annuitant is alive. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base less, any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". Subject to state availability, in general, if your account value falls to zero, (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year), the Guaranteed minimum income benefit will be exercised automatically, based on the annuitant's current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o On the contract date anniversary following the annuitant's 85th birthday. For information about whether the Guaranteed minimum income benefit no lapse guarantee is available under your contract, please see Appendix IX later in this Prospectus. The availability of the Guaranteed minimum income benefit no lapse guarantee is dependent on when, and in what state, you purchased your contract. Please see Appendices VIII and IX, later in this Prospectus. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options (including the Special 10 year fixed maturity option, if available) or the loan reserve account under Rollover TSA contracts. 36 Contract features and benefits - ----------------------------------------------------- Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life - ----------------------------------------------------- 10 $11,891 15 $18,597 - ----------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us along with all required information within 30 days following your contract date anniversary in order to exercise this benefit. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payment contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death, or if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. You will be eligible to exercise the Guaranteed minimum income benefit during your life and the annuitant's life, as follows: o If the annuitant was at least age 20 and not older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If the annuitant was at least age 45 and not older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after the annuitant is age 60. o If the annuitant was at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's 85th birthday; (ii) if the annuitant was age 75 when the contract was issued or the Roll-Up benefit base was reset, if applicable, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's attainment of age 85. (iii) for Accumulator(R) Plus(SM) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Plus(SM) QP contract into an Accumulator(R) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee (if available), a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Plus(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Plus(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (if available and as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a successor owner/annuitant may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original annuitant could have exercised the benefit. In addition, the successor owner/annuitant must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The successor owner/annuitant's age on the date of the annuitant's death replaces the annuitant's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. If Spousal Protection is available under your contract and is elected, and the spouse who is the annuitant dies, the above rules apply if the contract is continued by the surviving spouse as the successor owner annuitant; and (vii) if you are the owner but not the annuitant and you die prior to exercise, then the following applies: o A successor owner who is not the annuitant may not be able to exercise the guaranteed minimum income benefit without causing a tax problem. You should consider naming the annuitant as successor owner, or if you do not name a successor owner, as the sole primary beneficiary. You should carefully review your successor owner and/or beneficiary designations at least one year prior to the first contract date anniversary on which you could exercise the benefit. o If the successor owner is the annuitant, the guaranteed minimum income benefit continues only if the benefit could be exercised under the rules described above on a contract date anniversary that is within one year following the own- Contract features and benefits 37 er's death. This would be the only opportunity for the successor owner to exercise. If the guaranteed minimum income benefit cannot be exercised within this timeframe, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. o If you designate your surviving spouse as successor owner, the guaranteed minimum income benefit continues and your surviving spouse may exercise the benefit according to the rules described above, even if your spouse is not the annuitant and even if the benefit is exercised more than one year after your death. If your surviving spouse dies prior to exercise, the rule described in the previous bullet applies. o A successor owner or beneficiary that is a trust or other non-natural person may not exercise the benefit; in this case, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. See "When an NQ contract owner dies before the annuitant" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions (adjusted for any withdrawals and any withdrawal charges, and any taxes that apply). The standard death benefit is the only death benefit available for annuitant ages 76 to 80 at issue. If you are an existing contract owner, the applicable issue ages may be different. Please see Appendix IX later in this Prospectus for more information. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the guaranteed death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, information and forms necessary to effect payment, OR your elected guaranteed death benefit on the date of the annuitant's death (adjusted for any subsequent withdrawals, withdrawal charges and taxes that apply) whichever provides the higher amount. If you elect the Spousal protection option, if available, the Guaranteed minimum death benefit is based on the age of the older spouse, who may or may not be the annuitant, for the life of the contract. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the annuitant dies during the one-year period following our receipt of a contribution, the account value used to calculate the applicable guaranteed minimum death benefit will not reflect any Credits applied in the one-year period prior to death. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR ANNUITANTS AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 20 THROUGH 70 AT ISSUE OF QP CONTRACTS. IF YOU ALREADY OWN A CONTRACT, YOUR AVAILABLE ISSUE AGES MAY HAVE BEEN OLDER AT THE TIME YOU PURCHASED YOUR CONTRACT. Subject to state availability (please see Appendix VIII later in this Prospectus for contract and state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o 6% Roll-Up to age 85. (no longer available) o The Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85. (no longer available) o The Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. If you elect Principal Protector(SM), only the standard death benefit and the Annual Ratchet to Age 85 enhanced death benefit are available. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced minimum death benefit. PROTECTION PLUS(SM) Subject to state and contract variation availability (see Appendices VIII and IX later in this Prospectus for more information), if you are pur- 38 Contract features and benefits chasing a contract, under which the Protection Plus(SM) feature is available, you may elect the Protection Plus(SM) death benefit at the time you purchase your contract. Protection Plus(SM) provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Protection Plus(SM) feature in an NQ, IRA or Rollover TSA contract. Once you purchase the Protection Plus(SM) feature, you may not voluntarily terminate the feature. If you elect Principal Protector(SM), the Protection Plus(SM) feature is not available. Depending on when you purchased your contract, if you elect the Protection Plus(SM) option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the annuitant is 70 or younger when we issue your contract (or if the successor owner/annuitant is 70 or younger when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit less total net contributions, multiplied by 40%. For purposes of calculating your Protection Plus(SM) benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the successor owner/annuitant election not been made plus any subsequent contributions) adjusted for each withdrawal that exceeds your Protection Plus(SM) earnings. "Net contributions" are reduced by the amount of that excess. Protection Plus(SM) earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal and (b) is the net contributions as adjusted by any prior withdrawals (credit amounts are not included in "net contributions"); and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If you are an existing contract owner and not a new purchaser, your net contributions may be reduced on a pro rata basis to reflect withdrawals (including withdrawal charges and any TSA loans). For information about what applies to your contract, see Appendix IX later in this Prospectus. For purposes of calculating the Protection Plus(SM) benefit, if any contributions are made in the one-year period prior to death of the annuitant, the account value will not include any Credits applied in the one-year period prior to death. If the annuitant is age 71 through 75 (this age may be higher under certain existing contracts) when we issue your contract (or if the successor owner/annuitant is between the ages of 71 and 75 when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit (as described above) less total net contributions, multiplied by 25%. The value of the Protection Plus(SM) death benefit is frozen on the first contract date anniversary after the annuitant turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000-$16,000). For an example of how the Protection Plus(SM) death benefit is calculated, please see Appendix VII. If you elect Spousal protection, the Protection Plus(SM) benefit is based on the age of the older spouse, who may or may not be the annuitant. Upon the death of the non-annuitant spouse, the account value will be increased by the value of the Protection Plus(SM) benefit as of the date we receive due proof of death. Upon the death of the annuitant, the value of the Protection Plus(SM) benefit is either added to the death benefit payment or to the account value if Successor owner/annuitant is elected. If the surviving spouse elects to continue the contract, the benefit will be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract if the surviving spouse is age 75 or older, the benefit will terminate and the charge will no longer be in effect. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Protection Plus(SM) must be elected when the contract is first issued; neither the owner nor the successor owner/annuitant can add it subsequently. Ask your financial professional or see Appendix VIII later in this Prospectus to see if this feature is available in your state. PRINCIPAL PROTECTOR(SM) As described below, Principal Protector(SM) provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed your Guaranteed Annual withdrawal amount. Principal Protector(SM) is not an automated withdrawal program. You may request a withdrawal through any of our available withdrawal methods. See "Withdrawing your account value" in "Accessing your money" later in this Prospectus. All withdrawals reduce your account value and the guaranteed minimum death benefit. Principal Protector(SM) may be elected at contract issue, for an additional charge, if the annuitant is age 0 through 80 for NQ contracts or age 20 through 75 for all IRA contracts. Please see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus for a description of the charge and when it applies. If you elect this benefit, you cannot terminate it. Contract features and benefits 39 If you are an existing contract owner, this feature may not be available under your contract. See Appendix IX later in this Prospectus for more information. If you die, and your beneficiary elects the Beneficiary continuation option, if available, your beneficiary may continue Principal Protector(SM) provided that the beneficiary was 75 or younger on the original contract date. If the beneficiary was older, Principal Protector(SM) will terminate without value even if the GWB benefit base is greater than zero. In the case of multiple beneficiaries, any beneficiary older than 75 may not continue Principal Protector(SM) and that beneficiary's portion of the GWB benefit base will terminate without value, even if it was greater than zero. The ability to continue Principal Protector(SM) under the Beneficiary continuation option is subject to state availability. When and if it is approved in your state, it will be added to your contract if you had already elected GWB. See "Beneficiary continuation option" under "Payment of death benefit" later in the Prospectus for more information on continuing Principal Protector(SM) under the Beneficiary continuation option. If you are purchasing this contract as a TSA or QP, Principal Protector(SM) is not available. This benefit is also not available if you elect the Guaranteed minimum income benefit, the Greater of 6% Roll-Up to age 85 and Annual Ratchet to Age 85 enhanced death benefit, Protection Plus(SM), or GPB Option 1 or GPB Option 2. This benefit may not be available under your contract. For more information, please see Appendix IX later in this Prospectus. If you elect the Principal Protector(SM) option and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. You should not purchase Principal Protector(SM) if you plan to take withdrawals in excess of your GWB Annual withdrawal amount because those withdrawals significantly reduce or eliminate the value of the benefit. See "Effect of GWB Excess withdrawals" below. For traditional IRAs, the Principal Protector(SM) makes provision for you to take lifetime required minimum distributions ("RMDs") without losing the value of the Principal Protector(SM) guarantee, provided you comply with the conditions under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, including utilization of our Automatic RMD service, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. YOUR GWB BENEFIT BASE At issue, your GWB benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWB benefit base increases by the dollar amount of any additional contributions. o Your GWB benefit base decreases by the dollar amount of withdrawals. o Your GWB benefit base may be further decreased if a withdrawal is taken in excess of your GWB Annual withdrawal amount. o Your GWB benefit base may also be increased under the Optional step up provision. o Your GWB benefit base may also be increased under the one time step up applicable with the Beneficiary continuation option. Each of these events is described in detail below. Once your GWB benefit base is depleted, you may continue to make withdrawals from your account value, but they are not guaranteed under Principal Protector(SM). Credit amounts attributable to your contributions are not included for purposes of calculating your GWB benefit base. YOUR GWB ANNUAL WITHDRAWAL AMOUNT Your GWB Annual withdrawal amount is equal to either 5% or 7% ("Applicable percentage"), as applicable, of your initial GWB benefit base, and is the maximum amount that you can withdraw each year without making a GWB Excess withdrawal, as described below. When you purchase your contract, you choose between two available GWB Annual withdrawal options: o 7% GWB Annual withdrawal option o 5% GWB Annual withdrawal option The GWB Annual withdrawal amount may decrease as a result of a GWB Excess withdrawal and may increase as a result of an Automatic reset, additional contributions or a "step up" of the GWB benefit base; each of these transactions are discussed below in detail. Once you elect a GWB Annual withdrawal option, it cannot be changed. Your GWB Annual withdrawal amounts are not cumulative. If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the GWB Annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF GWB EXCESS WITHDRAWALS A GWB Excess withdrawal is caused when you withdraw more than your GWB Annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your GWB Annual withdrawal amount, the entire amount of the withdrawal and each subsequent withdrawal in that contract year are GWB Excess withdrawals. A GWB Excess withdrawal can cause a significant reduction in both your GWB benefit base and your GWB Annual withdrawal amount. If you make a GWB Excess withdrawal, we will recalculate your GWB benefit base and the GWB Annual withdrawal amount. As of the date of the GWB Excess withdrawal, the GWB benefit base is first reduced by the dollar amount of the withdrawal (including any applicable withdrawal charge), and the reduced GWB benefit base and the GWB Annual withdrawal amount are then further adjusted, as follows: o If the account value after the deduction of the withdrawal is less than the GWB benefit base, then the GWB benefit base is reset equal to the account value. 40 Contract features and benefits o If the account value after the deduction of the withdrawal is greater than or equal to the GWB benefit base, then the GWB benefit base is not adjusted further. o The GWB Annual withdrawal amount equals the lesser of: (i) the Applicable percentage of the adjusted GWB benefit base and (ii) the GWB Annual withdrawal amount prior to the GWB Excess withdrawal. You should not purchase this benefit if you plan to take withdrawals in excess of your GWB Annual withdrawal amount, as such withdrawals significantly reduce or eliminate the value of Principal Protector(SM). If your account value is less than your GWB benefit base (due, for example, to negative market performance), a GWB Excess withdrawal, even one that is only slightly more than your GWB Annual withdrawal amount, can significantly reduce your GWB benefit base and the GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume in contract year four that your account value is $80,000, you have not made any prior withdrawals, and you request an $8,000 withdrawal. Your $100,000 benefit base is first reduced by $8,000 to now equal $92,000. Your GWB benefit base is then further reduced to equal the new account value: $72,000 ($80,000 minus $8,000). In addition, your GWB Annual withdrawal amount is reduced to $5,040 (7% of $72,000), instead of the original $7,000. Withdrawal charges, if applicable, are applied to the amount of the withdrawal exceeding the GWB Annual withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. You should further note that a GWB Excess withdrawal that reduces your account value to zero eliminates any remaining value in your GWB benefit base. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA and participate in our Automatic RMD service, and you do not take any other withdrawals, an automatic withdrawal under that program will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, and chooses scheduled payments, such payments will not cause a GWB Excess withdrawal, provided no additional withdrawals are taken. If your beneficiary chooses the "5-year rule" instead of scheduled payments, this waiver does not apply and a GWB Excess withdrawal may occur if withdrawals exceed the GWB Annual withdrawal amounts. EFFECT OF AUTOMATIC RESET If you take no withdrawals in the first five contract years, the Applicable percentage to determine your GWB Annual withdrawal amount will be automatically reset at no additional charge. The Applicable percentage under the 7% GWB Annual withdrawal option will be increased to 10%, and the Applicable percentage under the 5% GWB Annual withdrawal option will be increased to 7%. The Applicable percentage is automatically reset on your fifth contract date anniversary, and your GWB Annual withdrawal amount will be recalculated. If you die before the fifth contract date anniversary, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, if available, the Automatic reset will apply on the fifth contract date anniversary if you have not taken any withdrawals and: (1) your beneficiary chooses scheduled payments and payments have not yet started; or, (2) if your beneficiary chooses the "5-year rule" option and has not taken withdrawals. See "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. EFFECT OF ADDITIONAL CONTRIBUTIONS Anytime you make an additional contribution, we will recalculate your GWB benefit base and your GWB Annual withdrawal amount. Your GWB benefit base will be increased by the amount of the contribution (credit amounts are not included) and your GWB Annual withdrawal amount will be equal to the greater of (i) the Applicable percentage of the new GWB benefit base, or (ii) the GWB Annual withdrawal amount in effect immediately prior to the additional contribution. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, no additional contributions will be permitted. OPTIONAL STEP UP PROVISION Except as stated below, any time after the fifth contract date anniversary, you may request a step up in the GWB benefit base to equal your account value. If your GWB benefit base is higher than the account value as of the date we receive your step up request, no step up will be made. If a step up is made, we may increase the charge for the benefit. For a description of the charge increase, see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus. Once you elect to step up the GWB benefit base, you may not do so again for five complete contract years from the next contract date anniversary. Under both the Spousal protection and the successor owner annuitant features, upon the first death, the surviving spouse must wait five complete contract years from the last step up or from contract issue, whichever is later, to be eligible for a step up. As of the date of your GWB benefit base step up, your GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to your stepped up GWB benefit base. It is important to note that a step up in your GWB benefit base may not increase your GWB Annual withdrawal amount. In that situation, the effect of the step up is only to increase your GWB benefit base and support future withdrawals. We will process your step up request even if it does not increase your GWB Annual withdrawal amount, and we will increase the Principal Protector(SM) charge, if applicable. In addition, you will not be eligible to request another step up for five complete contract years. After processing your request, we will send you a confirmation showing the amount of your GWB benefit base and your GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual with- Contract features and benefits 41 drawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume you take withdrawals of $7,000 in each of the first five contract years, reducing the GWB benefit base to $65,000. After five contract years, further assume that your account value is $92,000, and you elect to step up the GWB benefit base from $65,000 to $92,000. The GWB Annual withdrawal amount is recalculated to equal the greater of 7% of the new GWB benefit base, which is $6,440 (7% of $92,000), or the current GWB Annual withdrawal amount, $7,000. Therefore, following the step up, even though your GWB benefit base has increased, your GWB Annual withdrawal amount does not increase and remains $7,000. The Optional step up provision is not available once your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option. However, if you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, the GWB benefit base will be stepped up to equal the account value, if higher, as of the transaction date that we receive the Beneficiary continuation option election. The account value will be reduced by any Credits applied to contributions made within one year prior to your death before the comparison with the GWB benefit base, for purposes of the GWB benefit base step up. As of the date of the GWB benefit base step up (if applicable) your beneficiary's GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to the stepped up GWB benefit base. This is a one-time step up at no additional charge. OTHER IMPORTANT CONSIDERATIONS o Principal Protector(SM) protects your principal only through withdrawals. Your account value may be less than your total contributions. o You can take withdrawals under your contract without purchasing Principal Protector(SM). In other words, you do not need this benefit to make withdrawals. o Amounts withdrawn in excess of your GWB Annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. o Withdrawals made under Principal Protector(SM) will be treated, for tax purposes, in the same way as other withdrawals under your contract. o All withdrawals are subject to all of the terms and conditions of the contract. Principal Protector(SM) does not change the effect of withdrawals on your account value or guaranteed minimum death benefit; both are reduced by withdrawals whether or not you elect Principal Protector(SM). See "How withdrawals are taken from your account value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. o If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. o GWB Excess withdrawals can significantly reduce or completely eliminate the value of this benefit. See "Effect of GWB Excess withdrawals" above in this section and "Withdrawing your account value" in "Accessing your money" later in this Prospectus. o If you surrender your contract to receive its cash value, all benefits under the contract will terminate, including Principal Protector(SM) if your cash value is greater than your GWB Annual withdrawal amount. Therefore, when surrendering your contract, you should seriously consider the impact on Principal Protector(SM) when you have a GWB benefit base that is greater than zero. o If you die and your beneficiary elects the Beneficiary continuation option, then your beneficiary should consult with a tax adviser before choosing to use the "5-year rule." The "5-year rule" is described in "Payment of death benefit" under "Beneficiary continuation option" later in this Prospectus. The GWB benefit base may be adversely affected if the beneficiary makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional to find out what applies in your state. Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, and (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii) or (iii) above). For any IRA contracts returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. Please note that you will forfeit the credit by exercising this right of cancellation. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract, whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office or your financial professional can provide you with the cancellation instructions. 42 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total value of the values you have in: (i) the variable investment options; (ii) the guaranteed interest account; (iii) market adjusted amounts in the fixed maturity options; and (iv) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value less: (i) the total amount or a pro rata portion of the annual administrative charge as well as any optional benefit charges;* (ii) any applicable withdrawal charge; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. ---------------------------------- * Depending on when you purchased your contract, your account value will be reduced by a pro rata portion of the administrative charge only. See Appendix IX later in this Prospectus for more information. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense risks; (ii) administrative, and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions plus the credit; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect transfer into, or decreased to reflect transfer out of a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, if applicable, when we deduct the enhanced death benefit, guaranteed minimum income benefit, GPB Option 2, Principal Protector(SM) and/or Protection Plus(SM) benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest account at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VIII later in this Prospectus for any state variations with regard to the termination of your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE (not available under all contracts). In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL PROTECTOR(SM) (not available under all contracts) If you elect Principal Protector(SM) and your account value falls to zero due to a GWB Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, as discussed below, even if your GWB benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWB Excess withdrawal or due to a deduction of charges, please note the following: Determining your contract's value 43 o If your GWB benefit base equals zero, we will terminate your contract and make no payment. o If your GWB benefit base is greater than zero but less than or equal to the balance of your GWB Annual withdrawal amount, if any, for that contract year, we will terminate your contract and pay you any remaining GWB benefit base. o If your GWB benefit base is greater than the balance of your remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay you your GWB Annual withdrawal amount balance and terminate your contract, and we will pay you your remaining GWB benefit base as an annuity benefit, as described below. o If the Beneficiary continuation option is elected (not available in all states), and the account value falls to zero while there is a remaining GWB benefit base, we will make payments to the beneficiary as follows: o If the beneficiary had elected scheduled payments we will continue to make scheduled payments over remaining life expectancy until the GWB benefit base is zero, and the Principal Protector(SM) charge will no longer apply. o If the beneficiary had elected the "5-year rule" and the GWB benefit base is greater than the remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay the beneficiary the GWB Annual withdrawal amount balance. We will continue to pay the beneficiary the remaining GWB Annual withdrawal amount each year until the GWB benefit base equals zero, or the contract terminates at the end of the fifth contract year, whichever comes first. Any remaining GWB benefit base at the end of the fifth contract year will terminate without value. ANNUITY BENEFIT. If the contract terminates and the remaining GWB benefit base is to be paid in installments we will issue you an annuity benefit contract and make annual payments equal to your GWB Annual withdrawal amount on your contract date anniversary beginning on the next contract date anniversary, until the cumulative amount of such payments equals the remaining GWB benefit base (as of the date the contract terminates). The last installment payment may be smaller than the previous installment payments in order for the total of such payments to equal the remaining GWB benefit base. The annuity benefit supplemental contract will carry over the same owner, annuitant and beneficiary as under your contract. If you die before receiving all of your payments, we will make any remaining payments to your beneficiary. The charge for Principal Protector(SM) will no longer apply. If at the time of your death the GWB Annual withdrawal amount was being paid to you as an annuity benefit, your beneficiary may not elect the Beneficiary continuation option. 44 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the variable investment options, subject to the following: o You may not transfer to a fixed maturity option that has a rate to maturity of 3% or less. o If the annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment and affect your GPB. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. If you are an existing contract owner, this restriction may not apply. See Appendix IX later in this Prospectus for contract variations. o No transfers are permitted into the Special 10 year fixed maturity option. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option, the interest sweep option and dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values Transferring your money among investment options 45 occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We offer rebalancing, which you can use to automatically reallocate your account value among your investment options. We currently offer two options: "Option I" and "Option II." Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will 46 Transferring your money among investment options not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers between the guaranteed interest option and the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. Transferring your money among investment options 47 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. If you withdraw more than 90% of your contract's current cash value, we will treat it as a request to surrender your contract for its cash value. See "Surrendering your contract to receive its cash value" below. For the potential tax consequences of withdrawals, see "Tax information" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2," below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Con- version IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes - -------------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------------- * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** All payments are made to the trust as the owner of the contract. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions). The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). If you already own your contract, the applicable free withdrawal percentage may be higher. See Appendix IX later in this Prospectus for the free withdrawal amount that applies to your contract. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. SYSTEMATIC WITHDRAWALS (All contracts except QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. If you already own your contract, the applicable percentages may be higher. See Appendix IX later in this Prospectus for information on what applies to your contract. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. This option is not available if you have elected a guaranteed principal benefit -- if you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information. SUBSTANTIALLY EQUAL WITHDRAWALS (All contracts except QP contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should 48 Accessing your money not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. Depending on when you purchased your contract, this option may not be available if you have elected a guaranteed principal benefit. If you are an existing contract owner, this restriction may not apply. See Appendix IX later in this Prospectus for contract variations. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA and Rollover TSA and QP contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH PRINCIPAL PROTECTOR(SM). If you elect Principal Protector(SM), provided no other withdrawals are taken during a contract year in which you participate in our Automatic RMD service, an automatic withdrawal using our service will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. If you take any other withdrawal while you participate in the service, however, this GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, you must elect and maintain participation in our Automatic RMD service at your required beginning date, or the contract date, if your required beginning date has occurred before the contract was purchased. See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest account. If there is insufficient value or no value in the variable investment options and the guaranteed interest account, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options (other than the Special 10 year fixed maturity option, if applicable), in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). HOW WITHDRAWALS (AND TRANSFERS OUT OF THE SPECIAL 10 YEAR FIXED MATURITY OPTION) AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED PRINCIPAL BENEFIT OPTION 2 In general, withdrawals will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have Accessing your money 49 withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000-$16,000). Transfers out of the Special 10 year fixed maturity option will reduce GPB Option 2 on a pro rata basis. In addition, if you make a contract withdrawal from the Special 10 year fixed maturity option, we will reduce your GPB Option 2 in a similar manner; however, the reduction will reflect both a transfer out of the Special 10 year fixed maturity option and a withdrawal from the contract. Therefore, the reduction in GPB Option 2 is greater when you take a contract withdrawal from the Special 10 year fixed maturity option than it would be if you took the withdrawal from another investment option. Similar to the example above, if your account value is $30,000 and you withdraw $12,000 from the Special 10 year fixed maturity option, you have withdrawn 40% of your account value. If your GPB Option 2 benefit was $40,000 before the withdrawal, the reduction to reflect the transfer out of the Special 10 year fixed maturity option would equal $16,000 ($40,000 x .40). The amount used to calculate the reduction to reflect the withdrawal from the contract is $24,000 ($40,000 - $16,000). The reduction to reflect the withdrawal would equal $9,600 ($24,000 x .40), and your new benefit after the withdrawal would be $14,400 ($24,000 - $9,600). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% (or 5%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% (or 5%) Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% (or 5%) or less of the 6% (or 5%) Roll-Up benefit base on the most recent contract date anniversary. Additional contributions made during the contract year do not affect the amount of the withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% (or 5%) of the benefit base on the most recent anniversary, that entire withdrawal and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% (or 5%) Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. If you already own your contract, the effect of withdrawals on your Guaranteed minimum income benefit and, Guaranteed minimum death benefit (including the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit) may be different. See Appendix IX later in this Prospectus for information on what applies to your contract. HOW WITHDRAWALS AFFECT PRINCIPAL PROTECTOR(SM) If you elect Principal Protector(SM), if available, any withdrawal reduces your GWB benefit base by the amount of the withdrawal. In addition, a GWB Excess withdrawal can significantly reduce your GWB Annual withdrawal amount and further reduce your GWB benefit base. For more information, see "Effect of GWB Excess withdrawals" and "Other important considerations" under "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. Also, under certain contracts, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. If you are an existing contract owner, the rules in the preceding sentence may not apply under your contract or if the Guaranteed minimum income benefit no lapse guarantee is available and in effect on your contract. See Appendix IX later in this Prospectus for information. See also "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR PRINCIPAL PROTECTOR(SM) (IF AVAILABLE). If you elect Principal Protector(SM), all withdrawal methods described above can be used. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWB Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWB Excess withdrawal. In other words, if you take a GWB Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWB benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Principal Protector(SM)" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subjected to ERISA, you may only take a loan with the written consent of 50 Accessing your money your spouse. Your contract contains further details of the loan provision. Please see Appendix VIII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus, for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of the loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan including any accrued and unpaid loan interest, will be deducted from the death benefit amounts). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). If the amounts are withdrawn from the Special 10 year fixed maturity option, the guaranteed benefit will be adversely affected. See "Guaranteed principal benefit option 2" in "Contract features and benefits" earlier in this Prospectus. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. Loan repayments are not considered contributions and therefore are not eligible for additional credits. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the annuitant is living and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions). For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including Principal Protector(SM) (if applicable), if your cash value is greater than your GWB Annual withdrawal amount. If you have a GWB benefit base greater than zero, you should consider the impact of a contract surrender on the Principal Protector(SM) benefit. If your surrender request does not constitute a GWB Excess withdrawal, you may be eligible for additional benefits. If, however, your surrender request constitutes a GWB Excess withdrawal, you will lose those benefits. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect under your contract, the Guaranteed minimum income benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Annuity benefit" under "Insufficient account value" in "Determining your contract value" and "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest account and fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. Accessing your money 51 YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Plus(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Plus(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Plus(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Plus(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VIII later in this Prospectus for variations that may apply to your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect Principal Protector(SM) and choose to annuitize your contract, Principal Protector(SM) will terminate without value even if your GWB benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under Principal Protector(SM). See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout Life annuity with period options (available for annuitants certain age 83 or less at contract issue) Period certain annuity - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide you with details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. 52 Accessing your money INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R) Plus(SM). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) Plus(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Plus(SM). For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(R) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option (or "Living Benefit" option), different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) Plus(SM) is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) payout life contingent options, no withdrawal charge is imposed under the Accumulator(R) Plus(SM). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) Plus(SM) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin from the Accumulator(R) Plus(SM) contract. Generally, the date annuity payments begin may not be earlier than five years (in a limited number of jurisdictions this requirement may be more or less than five years) from the contract date. Please see Appendix VIII later in this Prospectus for information on state variations. Except with respect to Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Please see Appendix VIII later in this Prospectus for information on state variations. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect Principal Protector and your contract is annuitized at maturity, we will offer an annuity payout option for life that guarantees you Accessing your money 53 will receive payments that are at least equal to what you would have received under Principal Protector until the point at which your GWB Benefit Base is depleted. After your GWB Benefit Base is depleted, you will continue to receive periodic payments while you are living. The amount of each payment will be the same as the payment amount that you would have received if you had applied your account value on the maturity date to purchase a life annuity at the annuity purchase rate guaranteed in your contract; this payment amount may be more or less than your GWB Annual Withdrawal amount. Please see Appendix VIII later in this Prospectus for variations that may apply in your state. 54 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard death benefit); the Guaranteed minimum income benefit; Principal Protector(SM); and Protection Plus(SM). o On the first 10 contract date anniversaries -- a charge for GPB Option 2, if you elect this optional benefit. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. The fees and charges described are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix IX for the fees and charges that apply under your contract. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.90% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. A portion of this charge also compensates us for the contract credit. For a discussion of the credit, see "Credits" in "Contract features and benefits" earlier in this Prospectus. We expect to make a profit from this charge. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.35% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed Charges and expenses 55 interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non life contingent annuity payout option. A portion of this charge also compensates us for the contract credit. For a discussion of the credit, see "Credits" in "Contracts features and benefits" earlier in this Prospectus. We expect to make a profit from this charge. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options -- The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. We do not consider credits to be contributions. Therefore, there is no withdrawal charge associated with a credit. The percentage of the withdrawal charge that applies to each contribution depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - -------------------------------------------------------------------------------- Contract year - -------------------------------------------------------------------------------- 1 2 3 4 5 6 7 8 9+ - -------------------------------------------------------------------------------- Percentage of contribution 8% 8% 7% 7% 6% 5% 4% 3% 0% - -------------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1." Amounts withdrawn up to the free withdrawal amount are not considered withdrawals of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to the same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each variable investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit (or the "Living Benefit") base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. If you elect Principal Protector(SM), we will waive any withdrawal charge for any withdrawal during the contract year up to the GWB Annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Withdrawal charges are applied to the amount of the withdrawal that exceeds the GWB Annual withdrawal amount. If you already own your contract, the applicable free withdrawal amount percentage may be higher. See Appendix IX later in this Prospectus for the free withdrawal amount that applies under your contract. CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or the annual ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% to age 85 Roll-Up benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% to age 85 Roll-Up benefit base as long as it does not exceed the free withdrawal amount. If your withdrawal exceeds the amount described above, this waiver is not applicable to that withdrawal, or to any subsequent withdrawal for the life of the contract. If you are an existing contract owner, see Appendix IX later in this Prospectus to see if this waiver of the withdrawal charge applies under your contract. DISABILITY, TERMINAL ILLNESS, OR CONFINEMENT TO NURSING HOME. The withdrawal charge also does not apply if: 56 Charges and expenses (i) The annuitant has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that the annuitant's life expectancy is six months or less; or (iii) The annuitant has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions as described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition that began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. If you are an existing contract owner, the charge may be as much as 0.30% of the Annual Ratchet to age 85 benefit base. Please see Appendix IX later in this Prospectus or your contract for more information. GREATER OF 5% ROLL-UP TO AGE 85 (no longer available). If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.50% of the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. If you are an existing contract owner, your charge may be less. Please see Appendix IX later in this Prospectus or your contract for more information. 6% ROLL-UP TO AGE 85. (no longer available) If you elected the 6% Roll-Up to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.45% of the 6% Roll-Up to age 85 benefit base. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest account is permitted in your state) on a pro rata basis. If these amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option. STANDARD DEATH BENEFIT. There is no additional charge for the standard death benefit. GUARANTEED PRINCIPAL BENEFIT OPTION 2 If you purchase GPB Option 2, we deduct a charge annually from your account value on the first 10 contract date anniversaries. The charge is equal 0.50% of the account value. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct any remaining portion of the charge from amounts in any fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). Charges and expenses 57 If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT (THE "LIVING BENEFIT") CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. If you are an existing contract owner, your charge may be less. Please see Appendix IX later in this Prospectus or your contract for more information. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option, if available). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option or for the Guaranteed minimum income benefit no lapse guarantee. This option is not available under all contracts. PROTECTION PLUS(SM) CHARGE If you elect Protection Plus(SM), we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. PRINCIPAL PROTECTOR(SM) CHARGE If you elect Principal Protector(SM), we deduct a charge annually as a percentage of your account value on each contract date anniversary. If you elect the 5% GWB Annual withdrawal option, the charge is equal to 0.35%. If you elect the 7% GWB Annual withdrawal option, the charge is equal to 0.50%. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (See Appendix VIII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix IX later in this Prospectus for more information. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option we will not deduct a pro rata portion of the charge upon your death. However, the Principal Protector(SM) charge will continue. A market value adjustment will apply to deductions from the fixed maturity options. If your GWB benefit base falls to zero but your contract is still in force, the charge will be suspended as of the next contract date anniversary. The charge will be reinstated, as follows: (i) if you make a subsequent contribution, we will reinstate the charge that was in effect at the time your GWB benefit base became depleted, (ii) if you elect to exercise the Optional step up provision, we will reinstate a charge, as discussed immediately below, and (iii) if your beneficiary elects the Beneficiary continuation option and reinstates the Principal Protector(SM) benefit with a one time step up, we will reinstate the charge that was in effect when the GWB benefit base fell to zero. If your beneficiary elects the Beneficiary continuation option, and is eligible to continue Principal Protector(SM), the benefit and the charge will continue unless your beneficiary tells us to terminate the benefit at the time of election. OPTIONAL STEP UP CHARGE. Every time you elect the Optional step up, we reserve the right to raise the benefit charge at the time of the step up. The maximum charge for Principal Protector(SM) with a 5% GWB Annual withdrawal option is 0.60%. The maximum charge for Principal Protector(SM) with a 7% GWB Annual withdrawal amount option is 0.80%. The increased charge, if any, will apply as of the next contract date anniversary following the step up and on all contract anniversaries thereafter. If you die and your beneficiary elects the Beneficiary continuation option, if available, a one time step up only (at no additional charge) is 58 Charges and expenses applicable. For more information on the Optional step up, one time step up and Automatic reset provisions, see "Principal Protector(SM)" in "Contract features and benefits." If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to 12b-1 fees. If permitted under the terms of our exemptive order regarding Accumulator(R) Plus(SM) bonus feature, we may also change the crediting percentage that applies to contributions. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 59 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Protection Plus(SM) feature, as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the annuitant's death, adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit is made. The account value used to determine the death benefit and Protection Plus(SM) benefit will first be reduced by the amount of any Credits applied in the one-year period prior to the annuitant's death. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. EFFECT OF THE ANNUITANT'S DEATH If the annuitant dies before the annuity payments begin, we will pay the death benefit to your beneficiary. Generally, the death of the annuitant terminates the contract. However, a surviving spouse who is the sole primary beneficiary of the deceased owner/annuitant can choose to be treated as the successor owner/annuitant and continue the contract. The Successor owner/ annuitant feature is only available under NQ and individually-owned IRA contracts. For NQ and all types of IRA contracts, a beneficiary may be able to have limited ownership as discussed under "Beneficiary continuation option" below. WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT Under certain conditions the owner changes after the original owner's death for purposes of receiving required distributions from the contract. When you are not the annuitant under an NQ contract and you die before annuity payments begin, unless you specify otherwise, the beneficiary named to receive the death benefit upon the annuitant's death will become the successor owner. If you do not want this beneficiary to be the successor owner, you should name a specific successor owner. You may name a successor owner at any time during your life by sending satisfactory notice to our processing office. If the contract is jointly owned and the first owner to die is not the annuitant, the surviving owner becomes the sole contract owner. This person will be considered the successor owner for purposes of the distribution rules described in this section. The surviving owner automatically takes the place of any other beneficiary designation. You should carefully consider the following if you have elected the Guaranteed minimum income benefit and you are the owner, but not the annuitant. Because the payments under the Guaranteed minimum income benefit are based on the life of the annuitant, and the federal tax law required distributions described below are based on the life of the successor owner, a successor owner who is not also the annuitant may not be able to exercise the Guaranteed minimum income benefit, if you die before annuity payments begin. Therefore, one year before you become eligible to exercise the Guaranteed minimum income benefit, you should consider the effect of your beneficiary designations on potential payments after your death. For more information, see "Exercise rules" under "Guaranteed minimum income benefit option" in "Contracts features and benefits" earlier in this Prospectus. Unless the surviving spouse of the owner who has died (or in the case of a joint ownership situation, the surviving spouse of the first owner to die) is the successor owner for this purpose, the entire interest in the contract must be distributed under the following rules: 60 Payment of death benefit o The cash value of the contract must be fully paid to the successor owner (new owner) within five years after your death (the "5-year rule"), or in a joint ownership situation, the death of the first owner to die. o If Principal Protector(SM) was elected and if the "5-year rule" is elected and the successor owner dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. The successor owner should consult with a tax adviser before choosing to use the "5-year rule." The GWB benefit base may be adversely affected if the successor owner makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. If you elect Principal Protector(SM), the successor owner has the option to terminate the benefit and charge upon receipt by us of due proof of death and notice to discontinue the benefit; otherwise, the benefit and charge will automatically continue. o The successor owner may instead elect to receive the cash value as a life annuity (or payments for a period certain of not longer than the successor owner's life expectancy). Payments must begin within one year after the non-annuitant owner's death. Unless this alternative is elected, we will pay any cash five years after your death (or the death of the first owner to die). o A successor owner should consider naming a new beneficiary. If the surviving spouse is the successor owner or joint owner, the spouse may elect to continue the contract. No distributions are required as long as the surviving spouse and annuitant are living. An eligible successor owner, including a surviving joint owner after the first owner dies, may elect the beneficiary continuation option for NQ contracts discussed later under "Beneficiary continuation option" below. How death benefit payment is made We will pay the death benefit to the beneficiary in the form of the annuity payout option you have chosen. If you have not chosen an annuity payout option as of the time of the annuitant's death, the beneficiary will receive the death benefit in a single sum. Payment of the death benefit in a lump sum terminates all rights and any applicable guarantees under the contract, including Guaranteed minimum income benefit, GPB Options 1 and 2, and Principal Protector(SM). However, subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuity payout options we offer at the time. See "Your annuity payout options" in "Accessing your money" earlier in this Prospectus. Please note that any annuity payout option chosen may not extend beyond the life expectancy of the beneficiary. ' Successor owner and annuitant If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary or the joint owner, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant. The successor owner/annuitant must be 85 or younger as of the date of the non-surviving spouse's death. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions and information, and forms necessary to effect the Successor owner/annuitant feature, we will increase the account value to equal your elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than your account value, plus any amount applicable under the Protection Plus(SM) feature, and adjusted for any subsequent withdrawals. If any contributions are made during the one-year period prior to your death, the account value will first be reduced by any Credits applied to any such contributions. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. Thereafter, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. These additional contributions will be considered to be withdrawn only after all other amounts have been withdrawn. In determining whether your applicable guaranteed minimum death benefit option will continue to grow, we will use your surviving spouse's age as of the date we receive satisfactory proof of your death, any required instructions and the information and forms necessary to effect the successor owner/ annuitant feature. We will determine whether your applicable Guaranteed minimum death benefit option will continue as follows: o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 84 or younger at death, the Guaranteed minimum death benefit continues based upon the option that was elected by the original owner/annuitant and will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 85 or older at death, we will reinstate the Guaranteed minimum death benefit that was elected by the original owner/annuitant. The benefit will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 76 or over on the date of the original owner/annuitant's death, the Guaranteed minimum death benefit will no longer grow, and we will no longer charge for the benefit. If you elect Principal Protector(SM), the benefit and charge will remain in effect. If the GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. Payment of death benefit 61 Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For information on the operation of the successor owner/annuitant feature with the Guaranteed minimum income benefit, see "Exercise of Guaranteed minimum income benefit" under "Guaranteed minimum income benefit option" in "Contract features and benefits," earlier in this Prospectus. For information on the operation of this feature with Protection Plus(SM), see "Protection Plus(SM)" in "Guaranteed minimum death benefit" under "Contract features and benefits," earlier in this Prospectus. SPOUSAL PROTECTION SPOUSAL PROTECTION OPTION FOR NQ CONTRACTS ONLY. This feature permits spouses who are joint contract owners to increase the account value to equal the guaranteed minimum death benefit, if higher, and by the value of any Protection Plus(SM) benefit, if elected, upon the death of either spouse. This account value "step up" occurs even if the surviving spouse was the named annuitant. If you and your spouse jointly own the contract and one of you is the named annuitant, you may elect the Spousal protection option at the time you purchase your contract at no additional charge. Both spouses must be between the ages of 20 and 70 at the time the contract is issued and must each be named the primary beneficiary in the event of the other's death. The annuitant's age is generally used for the purpose of determining contract benefits. However, for the Annual Ratchet to age 85 and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 guaranteed minimum death benefits and the Protection Plus(SM) benefit, the benefit is based on the older spouse's age. The older spouse may or may not be the annuitant. However, for purposes of the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option, the last age at which the benefit base may be reset is based on the annuitant's age, not the older spouse's age. If the annuitant dies prior to annuitization, the surviving spouse may elect to receive the death benefit, including the value of the Protection Plus(SM) benefit, or, if eligible, continue the contract as the sole owner/ annuitant by electing the successor owner/annuitant option. If the non-annuitant spouse dies prior to annuitization, the surviving spouse continues the contract automatically as the sole owner/annuitant. In either case, the contract would continue, as follows: o As of the date we receive due proof of the spouse's death, the account value will be reset to equal the Guaranteed minimum death benefit as of the date of the non-surviving spouse's death, if higher, increased by the value of the Protection Plus(SM) benefit. If the annuitant spouse dies, the account value will first be reduced by any Credits applied in the one-year period prior to the death of either spouse. o The Guaranteed minimum death benefit continues to be based on the older spouse's age for the life of the contract, even if the younger spouse is originally or becomes the sole owner/annuitant. o The Protection Plus(SM) benefit will now be based on the surviving spouse's age at the date of the non-surviving spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit will be discontinued even if the surviving spouse is the older spouse (upon whose age the benefit was originally based). o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the successor owner/annuitant, if applicable. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If the annuitant dies first, withdrawal charges will no longer apply to any contributions made prior to the annuitant's death. If the non-annuitant spouse dies first, the withdrawal charge schedule remains in effect with regard to all contributions. o If you elect Principal Protector(SM), the benefit and charge will remain in effect. If your GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. We will not allow Spousal protection to be added after contract issue. If there is a change in owner or primary beneficiary, the Spousal protection benefit will be terminated. If you divorce, but do not change the owner or primary beneficiary, Spousal protection continues. If you already are an existing contract owner this feature may not be available to you. See Appendix IX later in this Prospectus for more information about your contract. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VIII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual 62 Payment of death benefit retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit, if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. If you die during the one-year period following our receipt of a contribution, the account value will first be reduced by any Credits applied to such contribution. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs')," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your beneficiary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If you die during the one-year period following our receipt of a contribution to which a Credit was applied, the account value will first be reduced by any Credits applied to such contribution before comparison with the GWB benefit base for purposes of any GWB benefit base step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. Payment of death benefit 63 o If there are multiple beneficiaries each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the beneficiary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments are elected, the beneficiary's scheduled payments will be calculated, using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect the scheduled payments rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACT ONLY. This feature, also known as the Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. If the owner and annuitant are different and the owner dies before the annuitant, for purposes of this discussion, "beneficiary" refers to the successor owner. For a discussion of successor owner, see "When an NQ contract owner dies before the annuitant" earlier in this section. This feature must be elected within 9 months following the date of your death and before any inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts (regardless of whether the owner and the annuitant are the same person): o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that you must be the owner and annuitant and your 64 Payment of death benefit spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If the non-spousal beneficiary chooses scheduled payments under "Withdrawal Option 1," as discussed above in this section, Principal Protector(SM) may not be continued and will automatically terminate without value even if the GWB benefit base is greater than zero. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your beneficiary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If you die during the one-year period following our receipt of a contribution to which a Credit was applied, the account value will first be reduced by any Credits applied to such contribution before comparison with the GWB benefit base for purposes of any GWB benefit base step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries, each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the beneficiary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments under "Withdrawal Option 2" is elected, the beneficiary's scheduled payments will be calculated using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect scheduled payments under "Withdrawal Option 2" rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. If you are both the owner and annuitant: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the annuity account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. If you die during the one-year period following our receipt of a contribution, the account value will first be reduced by any Credits applied to such contribution. o No withdrawal charges, if any, will apply to any withdrawals by the beneficiary. If the owner and annuitant are not the same person: o If the beneficiary continuation option is elected, the beneficiary automatically becomes the new annuitant of the contract, replacing the existing annuitant. o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free corridor amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free corridor amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. If a contract is jointly owned: o The surviving owner supersedes any other named beneficiary and may elect the beneficiary continuation option. o If the deceased joint owner was also the annuitant, see "If you are both the owner and annuitant" earlier in this section. o If the deceased joint owner was not the annuitant, see "If the owner and annuitant are not the same person" earlier in this section. Payment of death benefit 65 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Plus(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Plus'(SM) extra credit on each contribution, choice of death benefits, the Principal Protector(SM) benefit, the Guaranteed minimum income benefit, guaranteed interest option, fixed maturity options, selection of variable investment options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, the guaranteed minimum income benefit and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS You can make transfers among variable investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 66 Tax information ANNUITY PAYMENTS Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your "investment in the contract." Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. PROTECTION PLUS(SM) FEATURE In order to enhance the amount of the death benefit to be paid at the Annuitant's death, you may purchase a Protection Plus(SM) rider for your NQ contract. Although we regard this benefit as an investment protection feature which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Protection Plus(SM) rider is not part of the contract. In such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, Equitable would take all reasonable steps to attempt to avoid this result which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) Plus(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Plus(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. Beneficiary continuation option We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for NQ contracts. See the discussion "Beneficiary continuation option for NQ contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2;" o scheduled payments, any additional withdrawals under "Withdrawal Option 2," or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The ruling also does not address the effect of the retention of the Principal Protector(SM) feature discussed earlier in this Prospectus under "Contract features and benefits," which a non-spousal beneficiary may elect under certain conditions. Before electing the beneficiary continuation Tax information 67 option feature, the individuals you designate as beneficiary or successor owner should discuss with their tax advisers the consequences of such elections. The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Accounts 45 and 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Accounts 45 and 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Accounts 45 and 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Accounts 45 and 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically can include mutual funds and/or individual stocks and/or securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). 68 Tax information For some of the contracts covered by this Prospectus, we have received an opinion letter from the IRS approving the respective forms of the Accumulator(R) Plus(SM) traditional and Roth IRA contracts for use as a traditional IRA and a Roth IRA, respectively. For others, we have not applied for an opinion letter from the IRS to approve the respective forms of the Accumulator(R) Plus(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. We have submitted the respective forms of the Accumulator(R) Plus(SM) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under any series of Accumulator(R) Plus(SM) traditional and Roth IRA contracts. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Protection Plus(SM) feature qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Plus(SM) IRA or Accumulator(R) Plus(SM) Roth IRA with optional Protection Plus(SM) feature. Your right to cancel within a certain number of days You can cancel either type of Accumulator(R) Plus(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation would have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007, your fully deductible contribution can be up to $4,000, $5,000 for 2008, or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Tax information 69 Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $75,000 and $85,000 in 2006. In 2007, the deduction will phase out for AGI between $80,000 and $100,000 (For 2007, AGI between $83,000 and $103,000 after adjustment). Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment). To determine the deductible amount of the contribution for 2006, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds 70 Tax information on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri- bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: Tax information 71 (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts. If you take annual withdrawal instead of annuitizing, please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that 72 Tax information year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the Tax information 73 estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Successor owner and annuitant If your spouse is the sole primary beneficiary and elects to become the successor owner and annuitant, no death benefit is payable until your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed- eral income tax definition); or o used to pay medical insurance premiums for unemployed indi- viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed- eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Plus(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular 74 Tax information contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under Section 401(a) of the Internal Revenue Code, a TSA under Section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever Tax information 75 made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and 76 Tax information o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contributions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004 the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section Tax information 77 403(b) of the Code, and the contracts issued to fund such plans. Please Consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Protection Plus(SM) feature The Protection Plus(SM) feature is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Protection Plus(SM) benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Protection Plus(SM) rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Protection Plus(SM) benefit is not part of the contract, in such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Plus(SM) Rollover TSA contract with the optional Protection Plus(SM) feature. Contributions to TSAs There are two ways you can make contributions to establish your Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Plus(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: 78 Tax information o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Plus(SM) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Plus(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Plus(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Plus(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro- vided the funds to purchase the TSA you are transferring to the Accumulator(R) Plus(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax defi- nition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity payments. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Tax information 79 Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstanding loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Plus(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VIII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may 80 Tax information be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Plus(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Plus(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Plus(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribution from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need Tax information 81 more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviving spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 82 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in their respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - ----------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ----------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - ----------------------------------------------------------- More information 83 - -------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------- 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely-published Index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, guaranteed interest option and fixed maturity options as well as our general obligations. Credits allocated to your account value are funded from our general account. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. 84 More information We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP, or Rollover TSA contracts, nor is it available with GPB Option 2. Please see Appendix VIII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS, CREDITS, AND TRANSFERS o Contributions and credits allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. More information 85 o Contributions and credits allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions and credits allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in the prospectus for each Trust or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. One result of proportional voting is that a small number of contract owners may control the outcome of a vote. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, Protection Plus(SM) death benefit, Guaranteed principal benefit option 2 and/or the Principal Protector(SM) ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. If you are an existing contract owner, this restriction may not apply to you. See Appendix IX later in this Prospectus for more information. However, the Benefit will not terminate if the ownership of the contract is transferred to: (i) a family member (as defined in the contract); (ii) a trust created for the benefit of a family member or members; (iii) a trust qualified under 86 More information section 501(c) of the Internal Revenue Code; or (iv) a successor by operation of law, such as an executor or guardian. Please speak with your financial professional for further information. See Appendix VIII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of a Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 6.75% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Plus(SM) on a company and\or product list; sales personnel training; product training; More information 87 business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and\or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and\or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 88 More information 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. Incorporation of certain documents by reference 89 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account No. 49 with the same daily asset charges of 1.50%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.15 $ 11.31 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,554 2,256 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.90 $ 10.39 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,738 1,282 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.34 $ 10.58 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,715 2,129 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 49.25 $ 45.28 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,277 7,819 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.62 $ 11.18 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,805 9,443 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 59.02 $ 56.94 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 312 369 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.47 $ 11.21 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 17,031 18,544 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.05 $ 11.63 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,980 5,547 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------------- Unit value $ 32.16 $ 29.67 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,779 6,491 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.90 $ 13.68 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,183 6,014 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.30 $ 10.98 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,067 4,576 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.61 $ 9.74 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,795 9,386 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.32 $ 12.17 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,778 9,367 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.90 $ 10.09 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,978 11,279 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------- 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------- Unit value $ 10.61 -- -- - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,088 -- -- - ----------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------- Unit value $ 10.29 -- -- - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 801 -- -- - ----------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ----------------------------------------------------------------------------------------------------------- Unit value $ 10.39 -- -- - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,570 -- -- - ----------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------- Unit value $ 43.82 $ 40.88 $ 34.80 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,909 6,360 1,307 - ----------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------- Unit value $ 10.63 -- -- - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,246 -- -- - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------- Unit value $ 53.37 $ 48.29 $ 35.61 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 391 352 65 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------- Unit value $ 11.18 $ 10.91 $ 10.67 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 20,725 21,868 7,979 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------- Unit value $ 11.03 $ 9.97 $ 7.89 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,832 5,004 1,289 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------- Unit value $ 29.19 $ 27.25 $ 22.55 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,606 7,467 1,128 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------- Unit value $ 12.01 $ 10.33 $ 7.80 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,557 5,137 1,360 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------- Unit value $ 10.44 $ 9.65 $ 7.64 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,046 4,778 1,529 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ----------------------------------------------------------------------------------------------------------- Unit value $ 9.19 $ 8.74 $ 6.78 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,463 9,505 2,593 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ----------------------------------------------------------------------------------------------------------- Unit value $ 11.53 $ 10.22 $ 7.90 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,747 8,731 2,676 - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ----------------------------------------------------------------------------------------------------------- Unit value $ 9.44 $ 8.57 $ 6.20 - ----------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 12,924 12,264 3,087 - ----------------------------------------------------------------------------------------------------------- A-1 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.89 $ 12.28 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,053 8,958 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.57 $ 9.99 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,828 6,644 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ----------------------------------------------------------------------------------------------------------------- Unit value $262.99 $ 240.95 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 722 838 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 34.20 $ 29.26 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,156 6,841 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.80 $ 18.49 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,496 5,175 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.31 $ 15.04 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,944 8,041 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.96 $ 7.10 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,957 8,965 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.27 $ 15.90 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,875 6,473 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.08 $ 16.82 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,668 5,243 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 17.87 $ 14.93 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 20,566 21,943 - ----------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.36 $ 10.36 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 157 63 - ----------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.75 $ 10.75 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,575 2,005 - ----------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.75 $ 5.90 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,452 3,461 - ----------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.01 $ 8.68 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 885 933 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.05 $ 12.32 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,154 2,074 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.47 $ 12.30 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,727 9,574 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.02 $ 11.78 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,926 7,742 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.60 $ 10.21 $ 7.37 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,507 9,465 2,371 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.11 $ 8.90 $ 5.66 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,471 3,799 1,127 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ----------------------------------------------------------------------------------------------------------------- Unit value $ 234.29 $ 208.22 $ 141.20 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 942 814 112 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 28.12 $ 25.38 $ 19.73 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,405 6,681 1,786 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.52 $ 18.42 $ 18.29 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,829 6,022 2,463 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.23 $ 11.35 $ 8.52 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,600 6,792 1,026 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.27 $ 5.86 $ 4.83 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,590 8,430 2,607 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.80 $ 15.45 $ 15.13 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,011 7,296 2,167 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.30 $ 13.61 $ 9.80 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,878 5,936 1,577 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.36 $ 12.84 $ 10.11 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 23,412 21,328 5,924 - ----------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.14 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 774 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 5.64 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 780 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.10 $ 7.93 $ 6.28 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,019 964 208 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.89 $ 11.43 $ 9.35 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,253 2,284 762 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.65 $ 9.51 $ 7.27 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,189 8,648 1,957 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.27 $ 10.30 $ 7.95 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,947 8,367 2,246 - ----------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.53 $ 11.56 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,648 15,157 - ----------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.06 $ 10.39 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 626 277 - ----------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.85 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 414 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 29.78 $ 26.24 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,152 11,790 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.94 $ 9.75 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 604 48 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.89 $ 8.51 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,818 3,403 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.82 $ 11.66 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,979 16,419 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 17.47 $ 15.75 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,353 12,611 - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.43 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,197 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.82 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 120 -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.62 $ 10.50 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 738 348 - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 27.24 $ 23.25 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 640 626 - ----------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.24 $ 11.49 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 436 65 - ----------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.34 $ 6.36 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,556 7,526 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.27 $ 13.90 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 15,682 17,324 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.99 $ 13.47 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,983 4,419 - ----------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.20 $ 10.64 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,110 315 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.06 $ 10.26 $ 7.63 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 16,717 15,286 3,232 - ----------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 25.49 $ 23.45 $ 18.61 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,022 12,430 3,667 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.30 $ 7.87 $ 5.77 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,201 3,589 625 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.11 $ 9.71 $ 6.86 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 17,707 16,254 3,145 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.35 $ 12.35 $ 9.40 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 12,978 12,257 4,007 - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 22.60 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 173 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.01 $ 5.44 $ 4.38 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,699 7,279 2,586 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.79 $ 13.44 $ 13.19 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 17,843 18,211 5,930 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.15 $ 12.02 $ 9.62 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,753 4,353 1,383 - ----------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- A-3 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.03 $ 10.00 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,060 420 - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.24 $ 10.59 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,083 171 - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.73 $ 10.56 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 339 153 - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.35 $ 11.14 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,071 890 - ----------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.39 $ 15.21 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 19,097 20,640 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 24.06 $ 20.18 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,155 7,988 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury International Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 22.79 $ 18.39 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,439 6,535 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.02 $ 14.13 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,899 2,081 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.54 $ 9.46 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,928 4,535 - ----------------------------------------------------------------------------------------------------------------- EQ/Money Market - ----------------------------------------------------------------------------------------------------------------- Unit value $ 29.02 $ 28.17 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,668 2,307 - ----------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 4.89 $ 4.59 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 389 525 - ----------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.71 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 565 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 205 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.93 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 84 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.10 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 49 -- - ----------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.83 $ 9.93 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,107 1,434 - ----------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.22 $ 9.98 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 497 245 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.93 $ 12.78 $ 9.89 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 21,440 20,675 4,362 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 19.88 $ 18.24 $ 14.10 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,113 8,213 2,399 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury International Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.83 $ 14.03 $ 11.11 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,084 5,257 1,712 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.14 $ 11.84 $ 9.28 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,192 2,043 538 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.95 $ 8.15 $ 6.77 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,946 4,865 1,329 - ----------------------------------------------------------------------------------------------------------------- EQ/Money Market - ----------------------------------------------------------------------------------------------------------------- Unit value $ 27.84 $ 28.02 $ 28.26 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,473 4,639 4,457 - ----------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 4.42 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 46 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 19.58 $ 17.10 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,327 10,810 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.76 $ 8.06 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,478 1,311 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 17.06 $ 14.70 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,392 5,841 - ----------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.36 $ 17.28 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 159 231 - ----------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.76 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 388 -- - ----------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.22 $ 5.53 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 633 450 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.91 $ 10.42 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 977 630 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.76 $ 13.88 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,412 8,800 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.33 $ 12.37 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 553 471 - ----------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.27 $ 11.90 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 746 90 - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 19.86 $ 14.63 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,852 2,274 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.57 $ 14.35 $ 10.59 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 12,065 10,965 3,006 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 7.60 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 67 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.30 $ 12.32 $ 8.57 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,730 6,188 1,437 - ----------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.85 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 37 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 5.15 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 41 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.60 $ 8.69 $ 5.66 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,052 5,307 1,261 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.71 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,062 -- -- - ----------------------------------------------------------------------------------------------------------------- A-5 Appendix I: Condensed financial information The unit values and number of units outstanding shown below are for contracts offered under Separate Account No. 49 with the same daily asset charges of 1.40%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, 2006 - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.52 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 22,907 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.39 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,544 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.04 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 19,344 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.63 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 84,073 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.91 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 104,098 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.00 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,606 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.66 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,806 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.76 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,093 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.46 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,219 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.32 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,780 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.45 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,702 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.47 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,872 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.48 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,667 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.36 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,590 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.51 $ 11.75 $ 10.67 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,134 5,787 212 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.87 $ 10.77 $ 10.31 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,980 2,987 213 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.24 $ 11.05 $ 10.41 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,424 6,175 444 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.62 $ 11.26 $ 10.51 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 66,161 30,895 2,029 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.34 $ 11.74 $ 10.67 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 66,976 23,331 995 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.55 $ 11.78 $ 10.67 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,049 658 70 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.43 $ 10.41 $ 10.17 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,189 4,559 446 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.32 $ 11.70 $ 10.59 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,781 2,001 124 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.51 $ 11.34 $ 10.59 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,372 6,690 712 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.84 $ 13.05 $ 11.24 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,388 2,692 191 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.02 $ 11.43 $ 10.58 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,464 886 108 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.64 $ 10.99 $ 10.46 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,154 1,909 136 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.17 $ 12.48 $ 11.07 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,853 2,322 116 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.38 $ 11.59 $ 10.53 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,750 2,441 274 - ----------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-6 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, 2006 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.91 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,683 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.35 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,306 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.76 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 21,038 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.68 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 12,041 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.27 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,263 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.00 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,530 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.25 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,308 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.71 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,212 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.25 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,108 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.18 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 19,714 - ----------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.34 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 565 - ----------------------------------------------------------------------------------------------------------------- AXA Rosenberg Value Long/Short Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.98 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,527 - ----------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.70 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,601 - ----------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.89 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 778 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.86 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,829 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.95 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,597 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.51 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,660 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.19 $ 12.48 $ 11.00 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,833 2,655 288 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.69 $ 10.66 $ 10.31 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,246 1,826 104 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.62 $ 12.28 $ 10.93 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 18,381 10,684 698 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 12.10 $ 10.93 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,255 5,753 452 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.11 $ 10.14 $ 10.10 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,914 2,082 216 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.80 $ 13.03 $ 11.19 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,171 2,946 147 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.51 $ 11.05 $ 10.35 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,395 987 80 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.47 $ 10.42 $ 10.20 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,266 2,713 207 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.27 $ 12.08 $ 10.76 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,772 2,272 157 - ----------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.69 $ 12.22 $ 10.94 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,454 7,621 544 - ----------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.36 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 149 -- -- - ----------------------------------------------------------------------------------------------------------------- AXA Rosenberg Value Long/Short Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.99 $ 10.37 $ 10.16 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,846 958 32 - ----------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 5.86 $ 5.61 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,594 538 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.47 $ 10.71 $ 10.49 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 570 333 6 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.21 $ 10.82 $ 10.41 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,697 464 83 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.43 $ 12.51 $ 11.18 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,867 3,446 181 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.24 $ 11.72 $ 10.72 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,062 2,784 143 - ----------------------------------------------------------------------------------------------------------------- A-7 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, 2006 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.14 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,362 - ----------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.05 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,907 - ----------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 815 - ----------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.63 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 16,937 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.93 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,213 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.04 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,163 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.92 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,897 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 15.58 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,619 - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,190 - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.82 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 327 - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.60 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,148 - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 26.74 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,995 - ----------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.22 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,341 - ----------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.18 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,498 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.80 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 17,343 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.55 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,785 - ----------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.19 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,427 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.13 $ 11.62 $ 10.79 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,494 5,095 368 - ----------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.39 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,183 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.02 $ 11.69 $ 10.77 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 14,502 8,691 620 - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.75 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 228 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.54 $ 11.27 $ 10.69 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,383 1,795 120 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.58 $ 12.96 $ 11.34 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,581 5,395 415 - ----------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.06 $ 12.83 $ 11.05 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,875 4,167 314 - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.49 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 749 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 22.84 $ 22.23 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,015 190 -- - ----------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.49 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 371 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.22 $ 11.56 $ 10.47 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,328 1,141 54 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.53 $ 10.46 $ 10.20 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 13,723 6,436 460 - ----------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.27 $ 11.98 $ 10.97 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,359 815 68 - ----------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.64 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 614 -- -- - ----------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-8 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 (CONTINUED) - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.02 $ 9.99 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,606 1,556 - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.22 $ 10.59 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,458 807 - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.71 $ 10.55 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,013 534 - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.33 $ 11.14 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,143 2,560 - ----------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.52 $ 12.56 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 22,005 14,932 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.37 $ 12.06 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,040 8,863 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 17.98 $ 14.52 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,173 7,184 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.95 $ 12.20 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,120 1,605 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.63 $ 12.25 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,278 1,164 - ----------------------------------------------------------------------------------------------------------------- EQ/Money Market - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.29 $ 10.00 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,565 6,802 - ----------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 4.85 $ 4.56 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,170 1,829 - ----------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,152 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 270 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.93 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 144 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 155 -- - ----------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.81 $ 9.92 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,347 4,644 - ----------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.21 $ 9.97 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 979 400 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, -------------------- 2004 2003 - ----------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.51 $ 10.58 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,104 642 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.90 $ 10.92 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,079 371 - ----------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.30 $ 11.10 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,381 55 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.36 $ 10.24 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 800 49 - ----------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.60 $ 10.57 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 742 69 - ----------------------------------------------------------------------------------------------------------------- EQ/Money Market - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.89 $ 9.97 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,781 1,312 - ----------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 4.39 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 144 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- - ----------------------------------------------------------------------------------------------------------------- A-9 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006 - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, 2006 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.88 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 11,213 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.69 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,187 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.80 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 5,853 - ----------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.05 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,017 - ----------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.75 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,003 - ----------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 6.17 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,330 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.89 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 3,972 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 24.71 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 10,717 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.30 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,056 - ----------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.18 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,463 - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 22.99 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 8,575 - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------- 2005 2004 2003 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.01 $ 12.61 $ 10.94 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 9,487 5,755 337 - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 8.00 $ 7.56 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,774 91 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.76 $ 12.43 $ 10.72 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 4,236 2,712 208 - ----------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.98 $ 16.58 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 847 92 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ----------------------------------------------------------------------------------------------------------------- Unit value -- -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) -- -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ----------------------------------------------------------------------------------------------------------------- Unit value $ 5.49 $ 5.11 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 2,805 140 -- - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 1,952 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 18.31 $ 14.00 $ 11.49 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 7,390 2,669 209 - ----------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.36 -- -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 845 -- -- - ----------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.83 $ 11.37 -- - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 287 13 -- - ----------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.95 $ 14.74 $ 11.00 - ----------------------------------------------------------------------------------------------------------------- Number of units outstanding (000's) 6,143 2,998 109 - ----------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-10 Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) Plus(SM) QP contract should discuss with their tax advisers whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Plus(SM) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) Plus(SM) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed from the contract; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. B-1 Appendix II: Purchase considerations for QP contracts Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - --------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 -------------------------- 5.00% 9.00% - --------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - --------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - --------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - --------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - --------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - --------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - --------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - --------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - --------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - --------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - --------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 where j is either 5% or 9% ________________ = ________________ (1+j)((D/365)) (1+j)(1,461/365) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 ________________ = ________________ (1+h)((D/365)) (1+0.07)(1,461/365) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 ________________ = ________________ (1+h)((D/365)) (1+0.07)(1,461/365) Appendix III: Market value adjustment example C-1 Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/Alliance Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options or the Special 10 year fixed maturity option), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an annuitant age 45 would be calculated as follows: - ------------------------------------------------------------------------------------------ End of 6% Roll-Up to age 85 Annual ratchet to age 85 contract enhanced enhanced year Account value death benefit(1) death benefit - ------------------------------------------------------------------------------------------ 1 $105,000 $ 106,000(1) $ 105,000(3) - ------------------------------------------------------------------------------------------ 2 $115,500 $ 112,360(2) $ 115,500(3) - ------------------------------------------------------------------------------------------ 3 $129,360 $ 119,102(2) $ 129,360(3) - ------------------------------------------------------------------------------------------ 4 $103,488 $ 126,248(1) $ 129,360(4) - ------------------------------------------------------------------------------------------ 5 $113,837 $ 133,823(1) $ 129,360(4) - ------------------------------------------------------------------------------------------ 6 $127,497 $ 141,852(1) $ 129,360(4) - ------------------------------------------------------------------------------------------ 7 $127,497 $ 150,363(1) $ 129,360(4) - ------------------------------------------------------------------------------------------ The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. 6% ROLL-UP TO AGE 85 (1) At the end of contract year 1, and again at the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. (2) At the end of contract years 2 and 3, the death benefit will be the current account value since it is higher than the current enhanced death benefit. ANNUAL RATCHET TO AGE 85 (3) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (4) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual ratchet to age 85 or the current account value.* * At the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. At the end of contract years 1 through 3, the death benefit will be the current account value. D-1 Appendix IV: Enhanced death benefit example Appendix V: Hypothetical Illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit, the Protection Plus(SM) benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Plus(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single$100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.81)%, 3.19% for the Accumulator(R) Plus(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, Protection Plus(SM) benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit charge, the Protection Plus(SM) benefit charge, and the Guaranteed minimum income benefit charge and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix V: Hypothetical Illustrations E-1 Variable deferred annuity Accumulator(R) Plus(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 Guaranteed minimum death benefit Protection Plus Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 Guaranteed Minimum Death Benefit ------------------- Account Value Cash Value ------------------- ------------------ Age Contract Year 0% 6% 0% 6% 0% 6% - ------ -------------- --------- --------- -------- --------- --------- --------- 60 1 104,000 104,000 96,000 96,000 100,000 100,000 61 2 99,399 105,617 91,399 97,617 106,000 106,000 62 3 94,863 107,200 87,863 100,200 112,360 112,360 63 4 90,386 108,744 83,386 101,744 119,102 119,102 64 5 85,961 110,242 79,961 104,242 126,248 126,248 65 6 81,580 111,688 76,580 106,688 133,823 133,823 66 7 77,237 113,074 73,237 109,074 141,852 141,852 67 8 72,924 114,393 69,924 111,393 150,363 150,363 68 9 68,635 115,637 68,635 115,637 159,385 159,385 69 10 64,361 116,796 64,361 116,796 168,948 168,948 74 15 42,920 120,968 42,920 120,968 226,090 226,090 79 20 20,516 121,261 20,516 121,261 302,560 302,560 84 25 0 115,575 0 115,575 0 404,893 89 30 0 116,129 0 116,129 0 429,187 94 35 0 119,886 0 119,886 0 429,187 95 36 0 120,702 0 120,702 0 429,187 Guaranteed minimum income benefit Lifetime Annual Guaranteed Minimum Income Benefit ---------------------------------- Total Death Benefit with Protection Guaranteed Hypothetical Plus Income Income ------------------- ----------------- ---------------- Age 0% 6% 0% 6% 0% 6% - ------ --------- --------- -------- -------- -------- ------- 60 100,000 100,000 N/A N/A N/A N/A 61 108,400 108,400 N/A N/A N/A N/A 62 117,304 117,304 N/A N/A N/A N/A 63 126,742 126,742 N/A N/A N/A N/A 64 136,747 136,747 N/A N/A N/A N/A 65 147,352 147,352 N/A N/A N/A N/A 66 158,593 158,593 N/A N/A N/A N/A 67 170,508 170,508 N/A N/A N/A N/A 68 183,139 183,139 N/A N/A N/A N/A 69 196,527 196,527 N/A N/A N/A N/A 74 276,527 276,527 14,266 14,266 14,266 14,266 79 383,584 383,584 20,393 20,393 20,393 20,393 84 0 493,179 34,821 34,821 34,821 34,821 89 0 517,472 N/A N/A N/A N/A 94 0 517,472 N/A N/A N/A N/A 95 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. E-2 Appendix V: Hypothetical Illustrations Appendix VI: Guaranteed principal benefit example - -------------------------------------------------------------------------------- For purposes of these examples, we assume that there is an initial contribution of $100,000, made to the contract on February 15, 2007. We also assume that no additional contributions, no transfers among options and no withdrawals from the contract are made. For GPB Option 1, the example also assumes that a 10 year fixed maturity option is chosen. The hypothetical gross rates of return with respect to amounts allocated to the variable investment options are 0%, 6% and 10%. The numbers below reflect the deduction of all applicable separate account and contract charges, and also reflect the charge for GPB Option 2. Also, for any given performance of your variable investment options, GPB Option 1 produces higher account values than GPB Option 2 unless investment performance has been significantly positive. The examples should not be considered a representation of past or future expenses. Similarly, the annual rates of return assumed in the example are not an estimate or guarantee of future investment performance. - ----------------------------------------------------------------------------------------------------------------- Assuming 100% in variable Assuming 100% Under GPB Under GPB investment in FMO Option 1 Option 2 options - ----------------------------------------------------------------------------------------------------------------- Amount allocated to FMO on February 15, 2007 based upon a 3.89% rate to maturity 104,000 70,980 41,600 -- - ----------------------------------------------------------------------------------------------------------------- Initial account value allocated to the variable invest- ment options on February 15, 2007 0 33,020 62,400 104,000 - ----------------------------------------------------------------------------------------------------------------- Account value in the fixed maturity option on February 15, 2017 152,373 104,000 60,949 0 - ----------------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the vari- able investment options on February 15, 2017, assuming a 0% gross rate of return) 152,373 128,831 103,326** 78,208 - ----------------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the vari- able investment options on February 15, 2017, assuming a 6% gross rate of return) 152,373 149,202 139,302** 142,367 - ----------------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the vari- able investment options on February 15, 2017, assuming a 10% gross rate of return) 152,373 170,118 176,349** 208,246 - ----------------------------------------------------------------------------------------------------------------- ** Since the annuity account value is greater than the alternate benefit under GPB Option 2, GPB Option 2 will not affect the annuity account value. Appendix VI: Guaranteed principal benefit example F-1 Appendix VII: Protection Plus(SM) example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes Protection Plus for an annuitant age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. If you purchased your contract after approximately September 2003, the example shown in the second and third columns apply. For all other contract owners, the example in the last two columns apply. The calculation is as follows: $ 3000 $ 6000 withdrawal- withdrawal- No $3000 $6000 Pro rata Pro rata Withdrawal withdrawal withdrawal Treatment Treatment - ------------------------------------------------------------------------------------------------------------------------------------ A Initial Contribution 100,000 100,000 100,000 100,000 100,000 - ------------------------------------------------------------------------------------------------------------------------------------ B Death Benefit: prior to withdrawal.* 104,000 104,000 104,000 104,000 104,000 - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus Earnings: Death Benefit less net C contributions (prior to the withdrawal in D). 4,000 4,000 4,000 N/A N/A B minus A. - ------------------------------------------------------------------------------------------------------------------------------------ D Withdrawal 0 3,000 6,000 3,000 6,000 - ------------------------------------------------------------------------------------------------------------------------------------ Withdrawal % as a % of AV (assuming Death E Benefit = AV) 0.00% N/A N/A 2.88% 5.77% greater of D divided by B - ------------------------------------------------------------------------------------------------------------------------------------ Excess of the withdrawal over the Protection Plus F earnings 0 0 2,000 N/A N/A greater of D minus C or zero - ------------------------------------------------------------------------------------------------------------------------------------ Net Contributions (adjusted for the withdrawal in D) G A reduced for E or F 100,000 100,000 98,000 97,115 94,231 - ------------------------------------------------------------------------------------------------------------------------------------ Death Benefit (adjusted for the withdrawal in D) H B minus D 104,000 101,000 98,000 101,000 98,000 - ------------------------------------------------------------------------------------------------------------------------------------ Death Benefit less Net Contributions I H minus G 4,000 1,000 0 3,885 3,769 - ------------------------------------------------------------------------------------------------------------------------------------ J Protection Plus Factor 40% 40% 40% 40% 40% - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus Benefit K I times J 1,600 400 0 1,554 1,508 - ------------------------------------------------------------------------------------------------------------------------------------ Death Benefit: Including Protection Plus L H plus K 105,600 101,400 98,000 102,554 99,508 - ------------------------------------------------------------------------------------------------------------------------------------ * The Death Benefit is the greater of the Account Value or any applicable death benefit G-1 Appendix VII: Protection Plus(SM) example Appendix VIII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Plus(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. Please note that this may not be a complete list and the availability of features and benefits are subject to state approval and approval may be pending in your state. Additionally, certain features and/or benefits may have been approved in your state after your contract was issued and can not be added. Please contact your financial professional for more information about availability in your state. See also the "Contract Variations" appendix later in this Prospectus for information about the availability of certain features and their charges, if applicable, under your contract. STATES WHERE CERTAIN ACCUMULATOR(R) PLUS(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to If you reside in the state of California and you are age 60 and cancel within a certain number of days" older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the money market account (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a transfer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If you allocate any portion of your initial contribution to the variable investment options (other than the money market account) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA See "Contract features and benefits" in "Credits" The following information replaces the second bullet to the final set of bullets in this section: o You may annuitize your contract after thirteen months, how- ever, if you elect to receive annuity payments within five years of the contract date, we will recover the credit that applies to any contribution made in that five years. If you start receiving annuity payments after five years from the contract date and within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" - ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS See "Contract features and benefits" in "Credits" The following information replaces the second bullet to the final set of bullets in this section: o You may annuitize your contract after thirteen months, how- ever, if you elect to receive annuity payments within five years of the contract date, we will recover the credit that applies to any contribution made in that five years. If you start receiving annuity payments after five years from the contract date and within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Appendix VIII: State contract availability and/or variations of certain features and benefits H-1 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND Fixed maturity options Not Available Guaranteed principal benefit option1 and Guaranteed Not Available principal benefit option 2 - ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS Automatic investment program Not Available Annual administrative charge The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. See "How you can purchase and contribute to your Additional contributions are limited to the first two years contract" in "Contract features and benefits" after the contract issue date only. See "Disability, terminal illness, or confinement to This section is deleted in its entirety. nursing home" under "Withdrawal charge" in "Charges and expenses" - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK Greater of the 6% Roll- Up or Annual Ratchet Not Available (you have a choice of the standard death Guaranteed minimum death benefit benefit or the Annual Ratchet to age 85 guaranteed minimum death benefit), as described earlier in this Prospectus. Guaranteed minimum death benefit/guaranteed mini- Not Available mum income benefit roll-up benefit base reset Guaranteed minimum income benefit no lapse guar- Not Available antee Principal Protector(SM) Not Available Protection Plus(SM) Not Available Fixed maturity options Not Available Guaranteed principal benefit option1 and Guaranteed Not Available principal benefit option 2 "Indication of Intent" The "Indication of Intent" approach to first year contributions in connection with the contribution crediting rate is not available. See "Contract features and benefits" in "Credits" The following information is added as the third bullet to the final set of bullets in this section: o Where annuity payments may begin after the first contract year, if you elect to receive annuity payments, we will not recover the credit on any contributions. See "The amount applied to purchase an annuity payout option" in "Accessing your money" later in the Prospectus for more information on the effect of annuitization in New York. See "Insufficient account value" in "Determining your If your account value in the variable investment options is contract's value" insufficient to pay the annual administrative charge, or either enhanced death benefit charge, and you have no account value in the guaranteed interest option, your contract will terminate without value, and you will lose any applicable benefits. See "Charges and expenses" earlier in this Prospectus. See "The amount applied to purchase an annuity Regardless of the form of annuity chosen, the amount applied payout option" in "Accessing your money" to the annuity benefit is the greater of the cash value or 95% of what the account value would be if no withdrawal charge applied. The income provided, however, will never be less than what would be provided by applying the account value to the guaranteed annuity purchase factors. The guaranteed annuity purchase factors we use to determine your annuity benefit are lower than those we use under other contracts. H-2 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK, See "Annuity maturity date" in "Accessing your Your contract has a maturity date by which you must either take a CONTINUED money" lump sum withdrawal or select an annuity payout option. The maturity date is the contract date that follows the annuitant's 90th birthday. See "Charges and expenses" With regard to the Annual administrative, either enhanced death benefit and Guaranteed minimum income benefit charges, respectively, we will deduct the related charge, as follows for each: we will deduct this charge from your value in the variable investment options on a pro rata basis. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. If your account value in the variable investment options is insufficient to pay the applicable charge, and you have no account value in the guaranteed interest option, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ OREGON Fixed maturity options Not Available Guaranteed principal benefit option 1 and Guaranteed Not Available principal benefit option 2 See "How you can purchase and contribute to your o Subsequent contributions are not permitted. This is a single contract" in "Contract features and benefits" premium product. o Section 1035 exchanges, rollovers, multiple assignments and/or transfers are permitted provided that all documentation is complete and received with the application. See "Indication of intent" in "Contract features and Since Oregon does not permit additional contributions, the indi- benefits" cation of intent approach to first year contributions is applicable in Oregon only to the extent that all necessary documentation for multiple transfers and/or exchanges is complete and received with the application. See "Lifetime required minimum distribution with- We will not impose a withdrawal charge on minimum distribution drawals" in "Accessing your money" withdrawals even if you are not enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawals exceed the 10% free withdrawal amount. Such minimum distribution withdrawals must be based solely on your Accumulator(R) Plus(SM) contract's account value. See "Selecting an annuity payout option" in "Access- The annuity commencement date may not be earlier than eight years ing your money" from the contract issue date. See "Disability, terminal illness, or confinement to Item (1) is deleted in its entirety. nursing home" under "Withdrawal charge" in "Charges and expenses" See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" Appendix VIII: State contract availability and/or variations of certain features and benefits H-3 - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ OREGON See "Lifetime required minimum distribution with- We generally will not impose a withdrawal charge on (CONTINUED) drawals" in "Accessing your money" minimum distribution withdrawals even if your are not enrolled in our automatic RMD service except if, when added to a lump sum withdrawal previously taken in the same contract year, the minimum distribution withdrawals exceed the 10% free withdrawal amount. In order to avoid a withdrawal charge in connection with minimum distribution withdrawals outside of our automatic RMD service, you must notify us using our request form. Such minimum distribution withdrawals must be based solely on your contract's account value. See "We require that the following types of The following is added: communications be on specific forms we provide for (20) requests for required minimum distributions, other that purpose:" in "Who is AXA Equitable?" than pursuant to our automatic RMD service. - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA Contribution age limitations The following contribution limits apply: Maximum Issue age Contribution age --------- ---------------- 0-75 77 76 78 77 79 78-80 80 See "Annuity maturity date" in "Accessing your The maturity date by which you must take a lump sum with- money" drawal or select an annuity payout option is as follows: Maximum Issue age Annuitization age --------- ----------------- 0-75 85 76 86 77 87 78-80 88 Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, QP and Rollover TSA contracts Not Available Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Annual administrative charge" in "Charges and The annual administrative charge will not be deducted from expenses" amounts allocated to the Guaranteed interest option. - ------------------------------------------------------------------------------------------------------------------------------------ UTAH See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" - ------------------------------------------------------------------------------------------------------------------------------------ VERMONT Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option (for contracts issued from Not Available approximately December 2004 to December 2006) Investment simplifier -- Fixed-dollar option and Inter- Not Available est sweep option Fixed maturity options Not Available Guaranteed Principal Benefit Options 1 and 2 Not Available - ------------------------------------------------------------------------------------------------------------------------------------ H-4 Appendix VIII: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Income Manager(SM) payout option Not Available (CONTINUED) Protection Plus(SM) Not Available See "Guaranteed minimum death benefit" in "Con- You have a choice of the standard death benefit, the Annual tract features and benefits" Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted from the expenses" value in the variable investment options on a pro rata basis. See "Withdrawal charge" in "Charges and expenses" The 10% free withdrawal amount applies to full surrenders. See "Disability, terminal illness, or confinement to The annuitant has qualified to receive Social Security nursing home" under "Withdrawal charge" in disability benefits as certified by the Social Security "Charges and expenses" Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total disability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. Appendix VIII: State contract availability and/or variations of certain features and benefits H-5 Appendix IX: Contract Variations - -------------------------------------------------------------------------------- You may be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that your contract's options, features and charges may vary from what is described in this Prospectus depending on the approximate date on which you purchased your contract. You may not change your contract or its features after issue. This Appendix reflects contract variations that differ from what is described in this Prospectus but may have been in effect at the time your contract was issued. If you purchased your contract during the "Approximate Time Period" below, the noted variation may apply to you. In addition, options and/or features may vary among states in light of applicable regulations or state approvals. Any such state variations are generally not included here but instead included in Appendix VIII earlier in this section. For more information about state variations applicable to you, as well as particular features, charges and options available under your contract based upon when you purchased it, please contact your financial professional and/or refer to your contract. - --------------------------------------------------------------------------------------- Approximate Time Period Feature/Benefit - --------------------------------------------------------------------------------------- April 2002 - November 2002 Inherited IRA beneficiary Continuation contract - --------------------------------------------------------------------------------------- April 2002 - February 2003 Guaranteed minimum income benefit Annual Ratchet to age 85 6% Roll-Up to age 85 The Greater of 6% Roll-Up to age 85 of the Annual Ratchet to age 85 - --------------------------------------------------------------------------------------- April 2002 - September 2003 The guaranteed principal benefits Spousal protection Maximum contributions Guaranteed minimum death benefit maximum issue age Protection Plus April 2002 - September 2003, continued Guaranteed option charges - --------------------------------------------------------------------------------------- Approximate Time Period Variation - --------------------------------------------------------------------------------------- April 2002 - November 2002 Unavailable -- accordingly, all references in this Prospectus to "Inherited IRA beneficiary Continuation contract" are deleted in their entirety - --------------------------------------------------------------------------------------- April 2002 - February 2003 The fee for this benefit was 0.45% The fee for this benefit was 0.20% The fee for this benefit was 0.35% The fee for this benefit was 0.45% - --------------------------------------------------------------------------------------- April 2002 - September 2003 GPB 2 -- unavailable GPB 1 known as Principal assurance GPB 1 is available with both systematic and substantially equal withdrawals GPB1 is available with guaranteed minimum income benefit Unavailable -- accordingly, all references in this Prospectus to "Spousal protection" are deleted in their entirety The maximum contributions permitted under all Accumulator series contracts with the same owner or annuitant is $1,500,000. 80 (not including QP contracts) The maximum issue age for this benefit was 79. For issue ages 71-79, the applicable death benefit will be multiplied by 25% In calculating the death benefit, contributions are decreased for withdrawals on a pro rata basis April 2002 - September 2003, continued If the contract is surrendered or annuitized or the a death benefit is paid on a date other than the contract date anniversary, we will not deduct a pro rata portion of the charge for any applicable guaranteed benefit - --------------------------------------------------------------------------------------- I-1 Appendix IX: Contract Variations - ---------------------------------------------------------------------------------------------------------------------------------- Withdrawals treated as surrenders We will not treat a withdrawal that results in a cash value of less than $500 as a request for a surrender. We will not terminate your contract if you do not make contributions for three contract years. Guaranteed minimum income benefit option Subject to state availability, this option guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or an Income Manager(SM) level payment life with a period certain payout option Known as the Living Benefit. Credits First year total Credit contributions Percentage Breakpoints applied to contributions -------------------------------------------------- Less than $ 250,000 4% -------------------------------------------------- $250,000- $999,999.99 5% -------------------------------------------------- $1 million or more 6% Partial withdrawals Your free withdrawal amount is 15% Systematic withdrawals Your systematic withdrawal may not exceed 1.20% (monthly), 3.60% (quarterly) or 15% (annually) of account value Guaranteed optional benefits In calculating any guaranteed optional benefit base, any applicable credit is included - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - July 2004 Principal Protector(SM) benefit Unavailable -- accordingly, all references in this Prospectus to "Principal Protector" are deleted in their entirety. See "Transferring your account value" in The fourth bullet is deleted in its entirety. "Transferring your money among investment options" - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - December 2004 Termination of guaranteed benefits Your guaranteed benefits will not automatically terminate if you change ownership of your NQ contract. Ownership Transfer of NQ If you transfer ownership of your NQ contract, your guaranteed benefit options will not be automatically terminated - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - January 2005 No lapse guarantee Unavailable. - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - October 2005 Roll-Up benefit base reset Unavailable. Appendix IX: Contract Variations I-2 - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - current Guaranteed interest option - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - July 2003 Guaranteed interest option - ---------------------------------------------------------------------------------------------------------------------------------- March 2003 - September 2003 Annual Ratchet to age 85 6% Roll-Up to age 85 Guaranteed minimum income benefit - ---------------------------------------------------------------------------------------------------------------------------------- September 2003 - January 2004 Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit: o Benefit base crediting rate o Fee table o Effect of withdrawals on your Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit - ---------------------------------------------------------------------------------------------------------------------------------- September 2003 - February 2004 (for the How withdrawals affect your Guaranteed Guaranteed minimum income benefit) and minimum income benefit and Greater of the January 2004 - February 2005 (for the 6% Roll-Up to age 85 or the Annual Greater of the 6% Roll-Up to age 85 or the Ratchet to age 85 enhanced death benefit: Annual Ratchet to age 85 enhanced death benefit:) - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - March 2006 Recovery of credit due to death within one year of contribution Net crediting - ---------------------------------------------------------------------------------------------------------------------------------- September 2003 - present 6% Roll-Up to age 85 enhanced death benefit - ---------------------------------------------------------------------------------------------------------------------------------- January 2004 -present Greater of 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - current Your lifetime minimum interest rate is either 1.5%, 2.25% or 3.0% (depending on the state and time where your contract was issued). No limitations regarding allocations or transactions into the guaranteed interest account. - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - July 2003 No limitations regarding allocations or transfers into the guaranteed interest account - ---------------------------------------------------------------------------------------------------------------------------------- March 2003 - September 2003 The fee for this benefit was 0.30% The fee for this benefit was 0.45% The fee for this benefit is 0.60% - ---------------------------------------------------------------------------------------------------------------------------------- September 2003 - January 2004 The effective annual interest credited to the applicable benefit base is 5%.* Accordingly, all references in this Prospectus to the "6% Roll-Up benefit base" are deleted in their entirety and replaced with "5% Roll-Up benefit base." Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit charge: 0.50%.* Withdrawals will reduce each of the benefit bases on a pro rata basis only. - ---------------------------------------------------------------------------------------------------------------------------------- September 2003 - February 2004 (for the In calculating whether your withdrawal will Guaranteed minimum income benefit) and reduce your the Roll-Up benefit base portion January 2004 - February 2005 (for the of your Guaranteed minimum income benefit Greater of the 6% Roll-Up to age 85 or the base on a pro rata or dollar-for-dollar basis, Annual Ratchet to age 85 enhanced death withdrawal charges will be included in the benefit:) withdrawal amount. - ---------------------------------------------------------------------------------------------------------------------------------- April 2002 - March 2006 Not applicable Not applicable - ---------------------------------------------------------------------------------------------------------------------------------- September 2003 - present Unavailable -- accordingly, all references to this feature are deleted in their entirety - ---------------------------------------------------------------------------------------------------------------------------------- January 2004 -present Unavailable -- accordingly, all references to this feature are deleted in their entirety * Contract owners who elected the Guaranteed minimum income benefit and/or the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit had a limited opportunity to change to the new versions of these benefits, as they are described in "Contract features and benefits" and "Accessing your money," earlier in this Prospectus. I-3 Appendix IX: Contract Variations Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Name Change 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Plus(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Plus(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) Plus(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- City State Zip Plus '02, '04, '06, Jumpstart '07 and '07 Series x01480 Accumulator(R) Plus(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) PLUS(SM)? Accumulator(R) Plus(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers death benefit protection and a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option or fixed maturity options ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. (*) This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. (**) This investment option will be available on or about May 29, 2007, subject to regulatory approval. (+) This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. (++) Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option and the fixed maturity options, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guaranteed benefit, your investment options will be limited to the guaranteed interest option and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $10,000 is required to purchase a contract. We add an amount ("credit") to your contract with each contribution you make. Expenses for this contract may be higher than for a comparable contract without a credit. Over time, the amount of the credit may be more than offset by fees and charges associated with the credit. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, N.J. 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01466/Plus '06 Series Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) PLUS(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Plus(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 15 Condensed financial information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 23 How you can make your contributions 23 What are your investment options under the contract? 23 Portfolios of the Trusts 24 Allocating your contributions 30 Credits 31 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 32 Annuity purchase factors 33 Guaranteed minimum income benefit option 34 Guaranteed minimum death benefit 36 Guaranteed withdrawal benefit for life ("GWBL") 37 Principal guarantee benefits 41 Your right to cancel within a certain number of days 41 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 43 - -------------------------------------------------------------------------------- Your account value and cash value 43 Your contract's value in the variable investment options 43 Your contract's value in the guaranteed interest option 43 Your contract's value in the fixed maturity options 43 Insufficient account value 43 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG THE INVESTMENT OPTIONS 45 - -------------------------------------------------------------------------------- Transferring your account value 45 Disruptive transfer activity 45 Rebalancing your account value 46 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 48 - -------------------------------------------------------------------------------- Withdrawing your account value 48 How withdrawals are taken from your account value 50 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 50 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 50 Withdrawals treated as surrenders 51 Loans under Rollover TSA contracts 51 Surrendering your contract to receive its cash value 52 When to expect payments 52 Your annuity payout options 52 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 55 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 55 Charges that the Trusts deduct 58 Group or sponsored arrangements 58 Other distribution arrangements 59 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 60 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 60 Beneficiary continuation option 62 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 64 - -------------------------------------------------------------------------------- Overview 64 Buying a contract to fund a retirement arrangement 64 Transfers among variable investment options 64 Taxation of nonqualified annuities 64 Individual retirement arrangements (IRAs) 66 Tax-sheltered annuity contracts (TSAs) 76 Federal and state income tax withholding and information reporting 79 Special rules for contracts funding qualified plans 80 Impact of taxes to AXA Equitable 80 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 81 - -------------------------------------------------------------------------------- About Separate Account No. 49 81 About the Trusts 81 About our fixed maturity options 81 About the general account 82 About other methods of payment 83 Dates and prices at which contract events occur 83 About your voting rights 84 About legal proceedings 84 Financial statements 84 Transfers of ownership, collateral assignments, loans and borrowing 84 About Custodial IRAs 85 Distribution of the contracts 85 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 87 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 6% Roll-Up to age 85 32 account value 43 administrative charge 55 annual administrative charge 55 Annual Ratchet 39 Annual Ratchet to age 85 enhanced death benefit 32 annuitant 20 annuitization 52 annuity maturity date 54 annuity payout options 52 annuity purchase factors 33 automatic investment program 83 AXA Allocation portfolios cover beneficiary 60 Beneficiary continuation option ("BCO") 62 benefit base 38 business day 83 cash value 43 charges for state premium and other applicable taxes 58 contract date 23 contract date anniversary 23 contract year 23 Contributions to Roth IRAs 73 regular contributions 73 rollovers and transfers 73 conversion contributions 74 contributions to traditional IRAs 67 regular contributions 67 rollovers and transfers 69 credit 31 disability, terminal illness or confinement to nursing home 56 disruptive transfer activity 45 distribution charge 55 Earnings Enhancement benefit 58 Earnings Enhancement benefit charge 58 EQAccess 7 ERISA 51 Fixed-dollar option 30 fixed maturity options 29 free look 41 free withdrawal amount 56 general account 82 General dollar cost averaging 30 guaranteed interest option 29 Guaranteed minimum death benefit 36 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 33 Guaranteed minimum income benefit 34 Guaranteed minimum income benefit "no lapse guarantee" 34 Guaranteed minimum income benefit charge 57 Guaranteed withdrawal benefit for life 37 Guaranteed withdrawal benefit for life charge 58 IRA cover IRS 64 Investment simplifier 30 lifetime required minimum distribution withdrawals 49 loan reserve account 51 loans under Rollover TSA 51 market adjusted amount 29 market value adjustment 29 market timing 45 maturity dates 29 maturity value 29 Mortality and expense risks charge 55 NQ cover partial withdrawals 48 permitted variable investment options 23 portfolio cover Principal guarantee benefits 41 processing office 7 QP cover rate to maturity 29 Rebalancing 46 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 30 Separate Account No. 49 81 Standard death benefit 32 substantially equal withdrawals 49 Spousal continuation 61 systematic withdrawals 48 TOPS 7 TSA cover traditional IRA cover Trusts 81 unit 43 variable investment options 23 wire transmittals and electronic applications 83 withdrawal charge 56 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract or supplemental materials. - -------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds - -------------------------------------------------------------------------------------- 4 Index of key words and phrases - ------------------------------------------------------------------------------------------------ Prospectus Contract or Supplemental Materials - ------------------------------------------------------------------------------------------------ account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guarantee minimum income benefit Guaranteed Income Benefit guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - ------------------------------------------------------------------------------------------------ Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDITIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDITIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the variable investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between variable investment options; (4) contract surrender and withdrawal requests; and (5) general dollar cost averaging (including the fixed dollar and interest sweep options) TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) dollar cost averaging (including the fixed dollar amount and interest sweep options); (3) rebalancing; (4) substantially equal withdrawals; (5) systematic withdrawals; and (6) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Plus(SM) at a glance -- key features - -------------------------------------------------------------------------------- Professional investment Accumulator(R) Plus(SM) variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ---------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among variable investment options inside the contract. ---------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during your life once income benefit you elect to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal The Guaranteed withdrawal benefit for life option ("GWBL") guarantees that you can take withdrawals up to benefit for life a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Initial minimum: $10,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) ---------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Credit We allocate your contributions to your account value. We allocate a credit to your account value at the same time that we allocate your contributions. The credit will apply to additional contribution amounts only to the extent that those amounts exceed total withdrawals from the contract. The amount of credit may be up to 5% of each contribution, depending on certain factors. The credit is subject to recovery by us in certain limited circumstances. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Plus(SM) at a glance key features -- 9 - -------------------------------------------------------------------------------- Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - -------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - -------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness, confinement to a nursing home and certain other withdrawals o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset - -------------------------------------------------------------------------------- Fees and charges Please see "Fee table" later in this section for complete details. - -------------------------------------------------------------------------------- Owner and annuitant issue NQ: 0-80 ages Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-80 QP: 20-70 - -------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 Accumulator(R) Plus(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ----------------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - ----------------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract, make certain withdrawals, or apply your cash value to certain payout options).(1) 8.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $ 350 - ----------------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - ----------------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversary - ----------------------------------------------------------------------------------------- Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ----------------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ----------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks 0.95%(4) Administrative 0.35% Distribution 0.25% ------- Total Separate account annual expenses 1.55% - ----------------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - ----------------------------------------------------------------------------------------- Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% GWBL Enhanced death benefit 0.30% - ----------------------------------------------------------------------------------------- Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anni- versary for which the benefit is in effect.) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - ----------------------------------------------------------------------------------------- Guaranteed minimum income benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.65% - ----------------------------------------------------------------------------------------- Earnings enhancement benefit charge (calculated as a percent- age of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.35% Fee table 11 - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal benefit for life benefit charge(2) (calcu- 0.60% for the Single Life option lated as a percentage of the GWBL benefit base. Deducted annually on 0.75% for the Joint Life option each contract date anniversary.) If your GWBL benefit base ratchets, we reserve the right to increase 0.75% for the Single Life option your charge up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life " in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge -- Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(5) - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(6) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - --------------------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - --------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - --------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% AXA Conservative Allocation 0.10% 0.25% 0.22% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% AXA Moderate Allocation 0.10% 0.25% 0.17% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% Multimanager Aggressive Equity* 0.61% 0.25% 0.19% Multimanager Core Bond* 0.59% 0.25% 0.18% Multimanager Health Care* 1.20% 0.25% 0.23% Multimanager High Yield* 0.58% 0.25% 0.18% Multimanager International Equity* 1.02% 0.25% 0.26% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% Multimanager Large Cap Value* 0.88% 0.25% 0.22% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% Multimanager Technology* 1.20% 0.25% 0.23% - --------------------------------------------------------------------------------------------- EQ Advisors Trust: - --------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% EQ/BlackRock International Value* 0.82% 0.25% 0.21% - ------------------------------------------------------------------------------------------------------------------ Total Acquired Annual Net Total Fund Expenses Fee Waiv- Annual Fees and (Before ers and/or Expenses Expenses Expense Expense (After (Underlying Limita- Reimburse- Expense Portfolio Name Portfolios)(10) tions) ments(11) Limitations) - ------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity* -- 1.05% -- 1.05% Multimanager Core Bond* -- 1.02% (0.07)% 0.95% Multimanager Health Care* -- 1.68% 0.00% 1.68% Multimanager High Yield* -- 1.01% -- 1.01% Multimanager International Equity* -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 0.03% 1.59% 0.00% 1.59% Multimanager Technology* -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* -- 1.28% (0.03)% 1.25% - ------------------------------------------------------------------------------------------------------------------ 12 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - -------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% EQ/Capital Guardian Research 0.65% 0.25% 0.13% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% EQ/Davis New York Venture 0.85% 0.25% 0.74% EQ/Equity 500 Index 0.25% 0.25% 0.13% EQ/Evergreen International Bond 0.70% 0.25% 0.23% EQ/Evergreen Omega 0.65% 0.25% 0.21% EQ/FI Mid Cap 0.68% 0.25% 0.15% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% EQ/Franklin Income 0.90% 0.25% 0.38% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% EQ/International Growth 0.85% 0.25% 0.35% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% EQ/Long Term Bond 0.43% 0.25% 0.15% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% EQ/Marsico Focus 0.85% 0.25% 0.13% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% EQ/Money Market 0.33% 0.25% 0.14% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% EQ/Mutual Shares 0.90% 0.25% 0.50% EQ/Oppenheimer Global 0.95% 0.25% 1.30% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% EQ/PIMCO Real Return 0.55% 0.25% 0.18% EQ/Short Duration Bond 0.43% 0.25% 0.14% EQ/Small Cap Value+ 0.73% 0.25% 0.15% EQ/Small Company Growth+ 1.00% 0.25% 0.17% EQ/Small Company Index 0.25% 0.25% 0.16% EQ/TCW Equity++ 0.80% 0.25% 0.16% EQ/Templeton Growth 0.95% 0.25% 0.64% EQ/UBS Growth and Income 0.75% 0.25% 0.17% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% - ------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% - ---------------------------------------------------------------------------------------------------- Total Acquired Annual Net Total Fund Expenses Fee Waiv- Annual Fees and (Before ers and/or Expenses Expenses Expense Expense (After (Underlying Limita- Reimburse- Expense Portfolio Name Portfolios)(10) tions) ments(11) Limitations) - ---------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index -- 0.63% -- 0.63% EQ/Evergreen International Bond -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega -- 1.11% 0.00% 1.11% EQ/FI Mid Cap -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ -- 1.11% (0.01)% 1.10% EQ/Franklin Income -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value -- 1.17% 0.00% 1.17% EQ/International Growth -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity -- 1.12% (0.12)% 1.00% EQ/Long Term Bond -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value -- 1.13% (0.08)% 1.05% EQ/Marsico Focus -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ -- 1.05% -- 1.05% EQ/MFS Investors Trust+ -- 1.01% (0.06)% 0.95% EQ/Money Market -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth -- 1.16% (0.01)% 1.15% EQ/Mutual Shares -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ -- 1.21% (0.06)% 1.15% EQ/Templeton Growth -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ -- 1.51% (0.21)% 1.30% - ---------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ---------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ -- 1.36% (0.10)% 1.26% * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits " later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable. Fee table 13 The withdrawal charge percentage we use is determined by the contract year Contract in which you make the withdrawal or surrender your contract. For each Year contribution, we consider the con- tract year in which we receive that 1 .......................8.00% contribution to be "contract year 1") 2 .......................8.00% 3 .......................7.00% 4 .......................7.00% 5 .......................6.00% 6 .......................5.00% 7 .......................4.00% 8 .......................3.00% 9+ ......................0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (4) These charges compensate us for certain risks we assume and expenses we incur under the contract. They also compensate us for the expense associated with the credit. We expect to make a profit from these charges. (5) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (6) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (7) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (11) for any expense limitation agreement information. (8) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (9) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (11) for any expense limitation agreement information. (10) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (11) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- Multimanager Aggressive Equity 1.03% Multimanager Health Care 1.63% Multimanager International Equity 1.52% Multimanager Large Cap Core Equity 1.33% Multimanager Large Cap Growth 1.33% Multimanager Large Cap Value 1.31% Multimanager Mid Cap Growth 1.52% Multimanager Mid Cap Value 1.58% Multimanager Technology 1.64% EQ/AllianceBernstein Common Stock 0.83% EQ/AllianceBernstein Growth and Income 0.92% EQ/AllianceBernstein Large Cap Growth 1.03% EQ/AllianceBernstein Small Cap Growth 1.11% EQ/AllianceBernstein Value 0.94% EQ/Ariel Appreciation II 1.01% EQ/BlackRock Basic Value Equity 0.93% EQ/Capital Guardian Growth 0.94% EQ/Capital Guardian Research 0.94% EQ/Capital Guardian U.S. Equity 0.94% EQ/Davis New York Venture 1.27% EQ/Evergreen Omega 1.05% EQ/FI Mid Cap 0.97% EQ/FI Mid Cap Value 1.09% - -------------------------------------------------------------------------------- 14 Fee table - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% EQ/GAMCO Small Company Value 1.16% EQ/Janus Large Cap Growth 1.14% EQ/Legg Mason Value Equity 0.97% EQ/Lord Abbett Growth and Income 0.99% EQ/Lord Abbett Large Cap Core 0.99% EQ/Marsico Focus 1.14% EQ/MFS Emerging Growth Companies 1.03% EQ/MFS Investors Trust 0.94% EQ/Montag & Caldwell Growth 1.13% EQ/Mutual Shares 1.30% EQ/Small Cap Value 1.02% EQ/UBS Growth and Income 1.03% EQ/Van Kampen Comstock 0.99% EQ/Van Kampen Emerging Markets Equity 1.75% EQ/Van Kampen Mid Cap Growth 1.01% EQ/Wells Fargo Montgomery Small Cap 1.20% ------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of 0.008% of contract value. The fixed maturity options and guaranteed interest option are not covered by the example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options and guaranteed interest option. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual cost may be higher or lower, based on these assumptions, your cost would be: Fee table 15 - ---------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the appli- cable time period Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ---------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,298.00 $ 2,221.00 $ 3,181.00 $ 5,402.00 AXA Conservative Allocation $ 1,276.00 $ 2,158.00 $ 3,079.00 $ 5,218.00 AXA Conservative-Plus Allocation $ 1,278.00 $ 2,161.00 $ 3,084.00 $ 5,227.00 AXA Moderate Allocation $ 1,296.00 $ 2,202.00 $ 3,129.00 $ 5,273.00 AXA Moderate-Plus Allocation $ 1,291.00 $ 2,199.00 $ 3,145.00 $ 5,338.00 Multimanager Aggressive Equity* $ 1,256.00 $ 2,097.00 $ 2,981.00 $ 5,039.00 Multimanager Core Bond* $ 1,252.00 $ 2,088.00 $ 2,965.00 $ 5,010.00 Multimanager Health Care* $ 1,324.00 $ 2,297.00 $ 3,302.00 $ 5,618.00 Multimanager High Yield* $ 1,251.00 $ 2,084.00 $ 2,960.00 $ 5,001.00 Multimanager International Equity* $ 1,308.00 $ 2,250.00 $ 3,226.00 $ 5,483.00 Multimanager Large Cap Core Equity* $ 1,288.00 $ 2,193.00 $ 3,135.00 $ 5,319.00 Multimanager Large Cap Growth* $ 1,291.00 $ 2,199.00 $ 3,145.00 $ 5,338.00 Multimanager Large Cap Value* $ 1,288.00 $ 2,193.00 $ 3,135.00 $ 5,319.00 Multimanager Mid Cap Growth* $ 1,311.00 $ 2,259.00 $ 3,242.00 $ 5,510.00 Multimanager Mid Cap Value* $ 1,315.00 $ 2,269.00 $ 3,257.00 $ 5,537.00 Multimanager Technology* $ 1,324.00 $ 2,297.00 $ 3,302.00 $ 5,618.00 - ---------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,234.00 $ 2,033.00 $ 2,877.00 $ 4,847.00 EQ/AllianceBernstein Growth and Income++ $ 1,243.00 $ 2,059.00 $ 2,919.00 $ 4,924.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,238.00 $ 2,046.00 $ 2,898.00 $ 4,886.00 EQ/AllianceBernstein International $ 1,268.00 $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/AllianceBernstein Large Cap Growth $ 1,279.00 $ 2,164.00 $ 3,089.00 $ 5,236.00 EQ/AllianceBernstein Quality Bond $ 1,238.00 $ 2,046.00 $ 2,898.00 $ 4,886.00 EQ/AllianceBernstein Small Cap Growth $ 1,263.00 $ 2,120.00 $ 3,017.00 $ 5,105.00 EQ/AllianceBernstein Value $ 1,248.00 $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Ariel Appreciation II $ 1,306.00 $ 2,243.00 $ 3,216.00 $ 5,465.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,478.00 $ 2,734.00 $ 3,989.00 $ 6,779.00 EQ/BlackRock Basic Value Equity* $ 1,244.00 $ 2,062.00 $ 2,924.00 $ 4,934.00 EQ/BlackRock International Value* $ 1,281.00 $ 2,170.00 $ 3,099.00 $ 5,255.00 EQ/Boston Advisors Equity Income $ 1,267.00 $ 2,129.00 $ 3,032.00 $ 5,133.00 EQ/Calvert Socially Responsible $ 1,267.00 $ 2,129.00 $ 3,032.00 $ 5,133.00 EQ/Capital Guardian Growth $ 1,257.00 $ 2,100.00 $ 2,986.00 $ 5,048.00 EQ/Capital Guardian International+ $ 1,282.00 $ 2,174.00 $ 3,104.00 $ 5,264.00 EQ/Capital Guardian Research $ 1,254.00 $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/Capital Guardian U.S. Equity++ $ 1,254.00 $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/Caywood-Scholl High Yield Bond $ 1,254.00 $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/Davis New York Venture $ 1,342.00 $ 2,347.00 $ 3,382.00 $ 5,758.00 EQ/Equity 500 Index $ 1,210.00 $ 1,963.00 $ 2,762.00 $ 4,632.00 EQ/Evergreen International Bond $ 1,270.00 $ 2,139.00 $ 3,048.00 $ 5,162.00 - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ---------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ---------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 2,221.00 $ 3,181.00 $ 5,402.00 AXA Conservative Allocation N/A $ 2,158.00 $ 3,079.00 $ 5,218.00 AXA Conservative-Plus Allocation N/A $ 2,161.00 $ 3,084.00 $ 5,227.00 AXA Moderate Allocation N/A $ 2,202.00 $ 3,129.00 $ 5,273.00 AXA Moderate-Plus Allocation N/A $ 2,199.00 $ 3,145.00 $ 5,338.00 Multimanager Aggressive Equity* N/A $ 2,097.00 $ 2,981.00 $ 5,039.00 Multimanager Core Bond* N/A $ 2,088.00 $ 2,965.00 $ 5,010.00 Multimanager Health Care* N/A $ 2,297.00 $ 3,302.00 $ 5,618.00 Multimanager High Yield* N/A $ 2,084.00 $ 2,960.00 $ 5,001.00 Multimanager International Equity* N/A $ 2,250.00 $ 3,226.00 $ 5,483.00 Multimanager Large Cap Core Equity* N/A $ 2,193.00 $ 3,135.00 $ 5,319.00 Multimanager Large Cap Growth* N/A $ 2,199.00 $ 3,145.00 $ 5,338.00 Multimanager Large Cap Value* N/A $ 2,193.00 $ 3,135.00 $ 5,319.00 Multimanager Mid Cap Growth* N/A $ 2,259.00 $ 3,242.00 $ 5,510.00 Multimanager Mid Cap Value* N/A $ 2,269.00 $ 3,257.00 $ 5,537.00 Multimanager Technology* N/A $ 2,297.00 $ 3,302.00 $ 5,618.00 - ---------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 2,033.00 $ 2,877.00 $ 4,847.00 EQ/AllianceBernstein Growth and Income++ N/A $ 2,059.00 $ 2,919.00 $ 4,924.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 2,046.00 $ 2,898.00 $ 4,886.00 EQ/AllianceBernstein International N/A $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,164.00 $ 3,089.00 $ 5,236.00 EQ/AllianceBernstein Quality Bond N/A $ 2,046.00 $ 2,898.00 $ 4,886.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,120.00 $ 3,017.00 $ 5,105.00 EQ/AllianceBernstein Value N/A $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Ariel Appreciation II N/A $ 2,243.00 $ 3,216.00 $ 5,465.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,734.00 $ 3,989.00 $ 6,779.00 EQ/BlackRock Basic Value Equity* N/A $ 2,062.00 $ 2,924.00 $ 4,934.00 EQ/BlackRock International Value* N/A $ 2,170.00 $ 3,099.00 $ 5,255.00 EQ/Boston Advisors Equity Income N/A $ 2,129.00 $ 3,032.00 $ 5,133.00 EQ/Calvert Socially Responsible N/A $ 2,129.00 $ 3,032.00 $ 5,133.00 EQ/Capital Guardian Growth N/A $ 2,100.00 $ 2,986.00 $ 5,048.00 EQ/Capital Guardian International+ N/A $ 2,174.00 $ 3,104.00 $ 5,264.00 EQ/Capital Guardian Research N/A $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/Capital Guardian U.S. Equity++ N/A $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/Caywood-Scholl High Yield Bond N/A $ 2,091.00 $ 2,970.00 $ 5,020.00 EQ/Davis New York Venture N/A $ 2,347.00 $ 3,382.00 $ 5,758.00 EQ/Equity 500 Index N/A $ 1,963.00 $ 2,762.00 $ 4,632.00 EQ/Evergreen International Bond N/A $ 2,139.00 $ 3,048.00 $ 5,162.00 - ---------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 498.00 $ 1,521.00 $ 2,581.00 $ 5,402.00 AXA Conservative Allocation $ 476.00 $ 1,458.00 $ 2,479.00 $ 5,218.00 AXA Conservative-Plus Allocation $ 478.00 $ 1,461.00 $ 2,484.00 $ 5,227.00 AXA Moderate Allocation $ 496.00 $ 1,502.00 $ 2,529.00 $ 5,273.00 AXA Moderate-Plus Allocation $ 491.00 $ 1,499.00 $ 2,545.00 $ 5,338.00 Multimanager Aggressive Equity* $ 456.00 $ 1,397.00 $ 2,381.00 $ 5,039.00 Multimanager Core Bond* $ 452.00 $ 1,388.00 $ 2,365.00 $ 5,010.00 Multimanager Health Care* $ 524.00 $ 1,597.00 $ 2,702.00 $ 5,618.00 Multimanager High Yield* $ 451.00 $ 1,384.00 $ 2,360.00 $ 5,001.00 Multimanager International Equity* $ 508.00 $ 1,550.00 $ 2,626.00 $ 5,483.00 Multimanager Large Cap Core Equity* $ 488.00 $ 1,493.00 $ 2,535.00 $ 5,319.00 Multimanager Large Cap Growth* $ 491.00 $ 1,499.00 $ 2,545.00 $ 5,338.00 Multimanager Large Cap Value* $ 488.00 $ 1,493.00 $ 2,535.00 $ 5,319.00 Multimanager Mid Cap Growth* $ 511.00 $ 1,559.00 $ 2,642.00 $ 5,510.00 Multimanager Mid Cap Value* $ 515.00 $ 1,569.00 $ 2,657.00 $ 5,537.00 Multimanager Technology* $ 524.00 $ 1,597.00 $ 2,702.00 $ 5,618.00 - ------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 434.00 $ 1,333.00 $ 2,277.00 $ 4,847.00 EQ/AllianceBernstein Growth and Income++ $ 443.00 $ 1,359.00 $ 2,319.00 $ 4,924.00 EQ/AllianceBernstein Intermediate Government Securities $ 438.00 $ 1,346.00 $ 2,298.00 $ 4,886.00 EQ/AllianceBernstein International $ 468.00 $ 1,432.00 $ 2,437.00 $ 5,143.00 EQ/AllianceBernstein Large Cap Growth $ 479.00 $ 1,464.00 $ 2,489.00 $ 5,236.00 EQ/AllianceBernstein Quality Bond $ 438.00 $ 1,346.00 $ 2,298.00 $ 4,886.00 EQ/AllianceBernstein Small Cap Growth $ 463.00 $ 1,420.00 $ 2,417.00 $ 5,105.00 EQ/AllianceBernstein Value $ 448.00 $ 1,375.00 $ 2,344.00 $ 4,972.00 EQ/Ariel Appreciation II $ 506.00 $ 1,543.00 $ 2,616.00 $ 5,465.00 EQ/AXA Rosenberg Value Long/Short Equity $ 678.00 $ 2,034.00 $ 3,389.00 $ 6,779.00 EQ/BlackRock Basic Value Equity* $ 444.00 $ 1,362.00 $ 2,324.00 $ 4,934.00 EQ/BlackRock International Value* $ 481.00 $ 1,470.00 $ 2,499.00 $ 5,255.00 EQ/Boston Advisors Equity Income $ 467.00 $ 1,429.00 $ 2,432.00 $ 5,133.00 EQ/Calvert Socially Responsible $ 467.00 $ 1,429.00 $ 2,432.00 $ 5,133.00 EQ/Capital Guardian Growth $ 457.00 $ 1,400.00 $ 2,386.00 $ 5,048.00 EQ/Capital Guardian International+ $ 482.00 $ 1,474.00 $ 2,504.00 $ 5,264.00 EQ/Capital Guardian Research $ 454.00 $ 1,391.00 $ 2,370.00 $ 5,020.00 EQ/Capital Guardian U.S. Equity++ $ 454.00 $ 1,391.00 $ 2,370.00 $ 5,020.00 EQ/Caywood-Scholl High Yield Bond $ 454.00 $ 1,391.00 $ 2,370.00 $ 5,020.00 EQ/Davis New York Venture $ 542.00 $ 1,647.00 $ 2,782.00 $ 5,758.00 EQ/Equity 500 Index $ 410.00 $ 1,263.00 $ 2,162.00 $ 4,632.00 EQ/Evergreen International Bond $ 470.00 $ 1,439.00 $ 2,448.00 $ 5,162.00 - ------------------------------------------------------------------------------------------------------------- 16 Fee table - -------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the appli- cable time period Portfolio Name 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega $ 1,262.00 $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/FI Mid Cap $ 1,259.00 $ 2,107.00 $ 2,996.00 $ 5,067.00 EQ/FI Mid Cap Value+ $ 1,262.00 $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/Franklin Income $ 1,308.00 $ 2,250.00 $ 3,226.00 $ 5,483.00 EQ/Franklin Small Cap Value $ 1,485.00 $ 2,753.00 $ 4,018.00 $ 6,824.00 EQ/Franklin Templeton Founding Strategy** $ 1,314.00 $ 2,265.00 $ 3,252.00 $ 5,528.00 EQ/GAMCO Mergers and Acquisitions $ 1,303.00 $ 2,234.00 $ 3,201.00 $ 5,438.00 EQ/GAMCO Small Company Value $ 1,269.00 $ 2,135.00 $ 3,043.00 $ 5,152.00 EQ/International Growth $ 1,299.00 $ 2,224.00 $ 3,186.00 $ 5,411.00 EQ/Janus Large Cap Growth++ $ 1,283.00 $ 2,177.00 $ 3,109.00 $ 5,273.00 EQ/JPMorgan Core Bond $ 1,233.00 $ 2,030.00 $ 2,872.00 $ 4,838.00 EQ/JPMorgan Value Opportunities $ 1,251.00 $ 2,084.00 $ 2,960.00 $ 5,001.00 EQ/Legg Mason Value Equity $ 1,263.00 $ 2,120.00 $ 3,017.00 $ 5,105.00 EQ/Long Term Bond $ 1,232.00 $ 2,027.00 $ 2,867.00 $ 4,828.00 EQ/Lord Abbett Growth and Income $ 1,268.00 $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/Lord Abbett Large Cap Core $ 1,284.00 $ 2,180.00 $ 3,114.00 $ 5,283.00 EQ/Lord Abbett Mid Cap Value $ 1,264.00 $ 2,123.00 $ 3,022.00 $ 5,115.00 EQ/Marsico Focus $ 1,275.00 $ 2,155.00 $ 3,073.00 $ 5,208.00 EQ/MFS Emerging Growth Companies+ $ 1,256.00 $ 2,097.00 $ 2,981.00 $ 5,039.00 EQ/MFS Investors Trust+ $ 1,251.00 $ 2,084.00 $ 2,960.00 $ 5,001.00 EQ/Money Market $ 1,220.00 $ 1,992.00 $ 2,809.00 $ 4,720.00 EQ/Montag & Caldwell Growth $ 1,268.00 $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/Mutual Shares $ 1,321.00 $ 2,288.00 $ 3,287.00 $ 5,591.00 EQ/Oppenheimer Global $ 1,415.00 $ 2,556.00 $ 3,712.00 $ 6,323.00 EQ/Oppenheimer Main Street Opportunity $ 1,434.00 $ 2,609.00 $ 3,794.00 $ 6,459.00 EQ/Oppenheimer Main Street Small Cap $ 1,428.00 $ 2,593.00 $ 3,770.00 $ 6,419.00 EQ/PIMCO Real Return $ 1,248.00 $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Short Duration Bond $ 1,231.00 $ 2,024.00 $ 2,861.00 $ 4,818.00 EQ/Small Cap Value+ $ 1,264.00 $ 2,123.00 $ 3,022.00 $ 5,115.00 EQ/Small Company Growth+ $ 1,296.00 $ 2,215.00 $ 3,171.00 $ 5,384.00 EQ/Small Company Index $ 1,215.00 $ 1,976.00 $ 2,783.00 $ 4,671.00 EQ/TCW Equity++ $ 1,273.00 $ 2,148.00 $ 3,063.00 $ 5,190.00 EQ/Templeton Growth $ 1,342.00 $ 2,347.00 $ 3,382.00 $ 5,758.00 EQ/UBS Growth and Income $ 1,269.00 $ 2,135.00 $ 3,043.00 $ 5,152.00 EQ/Van Kampen Comstock $ 1,260.00 $ 2,110.00 $ 3,001.00 $ 5,077.00 EQ/Van Kampen Emerging Markets Equity $ 1,334.00 $ 2,325.00 $ 3,347.00 $ 5,697.00 EQ/Van Kampen Mid Cap Growth $ 1,270.00 $ 2,139.00 $ 3,048.00 $ 5,162.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,306.00 $ 2,243.00 $ 3,216.00 $ 5,465.00 - -------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - -------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,290.00 $ 2,196.00 $ 3,140.00 $ 5,329.00 - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contin- gent period certain annuity option with less than five years - -------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------------------------------- EQ/Evergreen Omega N/A $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/FI Mid Cap N/A $ 2,107.00 $ 2,996.00 $ 5,067.00 EQ/FI Mid Cap Value+ N/A $ 2,116.00 $ 3,012.00 $ 5,096.00 EQ/Franklin Income N/A $ 2,250.00 $ 3,226.00 $ 5,483.00 EQ/Franklin Small Cap Value N/A $ 2,753.00 $ 4,018.00 $ 6,824.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,265.00 $ 3,252.00 $ 5,528.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,234.00 $ 3,201.00 $ 5,438.00 EQ/GAMCO Small Company Value N/A $ 2,135.00 $ 3,043.00 $ 5,152.00 EQ/International Growth N/A $ 2,224.00 $ 3,186.00 $ 5,411.00 EQ/Janus Large Cap Growth++ N/A $ 2,177.00 $ 3,109.00 $ 5,273.00 EQ/JPMorgan Core Bond N/A $ 2,030.00 $ 2,872.00 $ 4,838.00 EQ/JPMorgan Value Opportunities N/A $ 2,084.00 $ 2,960.00 $ 5,001.00 EQ/Legg Mason Value Equity N/A $ 2,120.00 $ 3,017.00 $ 5,105.00 EQ/Long Term Bond N/A $ 2,027.00 $ 2,867.00 $ 4,828.00 EQ/Lord Abbett Growth and Income N/A $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/Lord Abbett Large Cap Core N/A $ 2,180.00 $ 3,114.00 $ 5,283.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,123.00 $ 3,022.00 $ 5,115.00 EQ/Marsico Focus N/A $ 2,155.00 $ 3,073.00 $ 5,208.00 EQ/MFS Emerging Growth Companies+ N/A $ 2,097.00 $ 2,981.00 $ 5,039.00 EQ/MFS Investors Trust+ N/A $ 2,084.00 $ 2,960.00 $ 5,001.00 EQ/Money Market N/A $ 1,992.00 $ 2,809.00 $ 4,720.00 EQ/Montag & Caldwell Growth N/A $ 2,132.00 $ 3,037.00 $ 5,143.00 EQ/Mutual Shares N/A $ 2,288.00 $ 3,287.00 $ 5,591.00 EQ/Oppenheimer Global N/A $ 2,556.00 $ 3,712.00 $ 6,323.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,609.00 $ 3,794.00 $ 6,459.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,593.00 $ 3,770.00 $ 6,419.00 EQ/PIMCO Real Return N/A $ 2,075.00 $ 2,944.00 $ 4,972.00 EQ/Short Duration Bond N/A $ 2,024.00 $ 2,861.00 $ 4,818.00 EQ/Small Cap Value+ N/A $ 2,123.00 $ 3,022.00 $ 5,115.00 EQ/Small Company Growth+ N/A $ 2,215.00 $ 3,171.00 $ 5,384.00 EQ/Small Company Index N/A $ 1,976.00 $ 2,783.00 $ 4,671.00 EQ/TCW Equity++ N/A $ 2,148.00 $ 3,063.00 $ 5,190.00 EQ/Templeton Growth N/A $ 2,347.00 $ 3,382.00 $ 5,758.00 EQ/UBS Growth and Income N/A $ 2,135.00 $ 3,043.00 $ 5,152.00 EQ/Van Kampen Comstock N/A $ 2,110.00 $ 3,001.00 $ 5,077.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,325.00 $ 3,347.00 $ 5,697.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,139.00 $ 3,048.00 $ 5,162.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,243.00 $ 3,216.00 $ 5,465.00 - -------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - -------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ N/A $ 2,196.00 $ 3,140.00 $ 5,329.00 - -------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega $ 462.00 $ 1,416.00 $ 2,412.00 $ 5,096.00 EQ/FI Mid Cap $ 459.00 $ 1,407.00 $ 2,396.00 $ 5,067.00 EQ/FI Mid Cap Value+ $ 462.00 $ 1,416.00 $ 2,412.00 $ 5,096.00 EQ/Franklin Income $ 508.00 $ 1,550.00 $ 2,626.00 $ 5,483.00 EQ/Franklin Small Cap Value $ 685.00 $ 2,053.00 $ 3,418.00 $ 6,824.00 EQ/Franklin Templeton Founding Strategy** $ 514.00 $ 1,565.00 $ 2,652.00 $ 5,528.00 EQ/GAMCO Mergers and Acquisitions $ 503.00 $ 1,534.00 $ 2,601.00 $ 5,438.00 EQ/GAMCO Small Company Value $ 469.00 $ 1,435.00 $ 2,443.00 $ 5,152.00 EQ/International Growth $ 499.00 $ 1,524.00 $ 2,586.00 $ 5,411.00 EQ/Janus Large Cap Growth++ $ 483.00 $ 1,477.00 $ 2,509.00 $ 5,273.00 EQ/JPMorgan Core Bond $ 433.00 $ 1,330.00 $ 2,272.00 $ 4,838.00 EQ/JPMorgan Value Opportunities $ 451.00 $ 1,384.00 $ 2,360.00 $ 5,001.00 EQ/Legg Mason Value Equity $ 463.00 $ 1,420.00 $ 2,417.00 $ 5,105.00 EQ/Long Term Bond $ 432.00 $ 1,327.00 $ 2,267.00 $ 4,828.00 EQ/Lord Abbett Growth and Income $ 468.00 $ 1,432.00 $ 2,437.00 $ 5,143.00 EQ/Lord Abbett Large Cap Core $ 484.00 $ 1,480.00 $ 2,514.00 $ 5,283.00 EQ/Lord Abbett Mid Cap Value $ 464.00 $ 1,423.00 $ 2,422.00 $ 5,115.00 EQ/Marsico Focus $ 475.00 $ 1,455.00 $ 2,473.00 $ 5,208.00 EQ/MFS Emerging Growth Companies+ $ 456.00 $ 1,397.00 $ 2,381.00 $ 5,039.00 EQ/MFS Investors Trust+ $ 451.00 $ 1,384.00 $ 2,360.00 $ 5,001.00 EQ/Money Market $ 420.00 $ 1,292.00 $ 2,209.00 $ 4,720.00 EQ/Montag & Caldwell Growth $ 468.00 $ 1,432.00 $ 2,437.00 $ 5,143.00 EQ/Mutual Shares $ 521.00 $ 1,588.00 $ 2,687.00 $ 5,591.00 EQ/Oppenheimer Global $ 615.00 $ 1,856.00 $ 3,112.00 $ 6,323.00 EQ/Oppenheimer Main Street Opportunity $ 634.00 $ 1,909.00 $ 3,194.00 $ 6,459.00 EQ/Oppenheimer Main Street Small Cap $ 628.00 $ 1,893.00 $ 3,170.00 $ 6,419.00 EQ/PIMCO Real Return $ 448.00 $ 1,375.00 $ 2,344.00 $ 4,972.00 EQ/Short Duration Bond $ 431.00 $ 1,324.00 $ 2,261.00 $ 4,818.00 EQ/Small Cap Value+ $ 464.00 $ 1,423.00 $ 2,422.00 $ 5,115.00 EQ/Small Company Growth+ $ 496.00 $ 1,515.00 $ 2,571.00 $ 5,384.00 EQ/Small Company Index $ 415.00 $ 1,276.00 $ 2,183.00 $ 4,671.00 EQ/TCW Equity++ $ 473.00 $ 1,448.00 $ 2,463.00 $ 5,190.00 EQ/Templeton Growth $ 542.00 $ 1,647.00 $ 2,782.00 $ 5,758.00 EQ/UBS Growth and Income $ 469.00 $ 1,435.00 $ 2,443.00 $ 5,152.00 EQ/Van Kampen Comstock $ 460.00 $ 1,410.00 $ 2,401.00 $ 5,077.00 EQ/Van Kampen Emerging Markets Equity $ 534.00 $ 1,625.00 $ 2,747.00 $ 5,697.00 EQ/Van Kampen Mid Cap Growth $ 470.00 $ 1,439.00 $ 2,448.00 $ 5,162.00 EQ/Wells Fargo Montgomery Small Cap++ $ 506.00 $ 1,543.00 $ 2,616.00 $ 5,465.00 - ------------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 490.00 $ 1,496.00 $ 2,540.00 $ 5,329.00 - ------------------------------------------------------------------------------------------------------------- Fee table 17 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $10,000 for you to purchase a contract. You may make additional contributions of at least $500 each for NQ, QP and Rollover TSA contracts and $50 each for IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. Additional contributions may not be permitted in your state. Please see Appendix VII later in this Prospectus to see if additional contributions are permitted in your state. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- THE "OWNER" IS THE PERSON WHO IS THE NAMED OWNER IN THE CONTRACT AND, IF AN INDIVIDUAL, IS THE MEASURING LIFE FOR DETERMINING CONTRACT BENEFITS. THE ANNUITANT IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING THE CONTRACT'S MATURITY DATE. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER. WHERE THE OWNER OF A CONTRACT IS NON-NATURAL, THE ANNUITANT IS THE MEASURING LIFE FOR DETERMINING CONTRACT BENEFITS. - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- NQ 0 through 80 o $10,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our automatic investment program (additional) - ---------------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - ---------------------------------------------------------------------------------------- NQ o After-tax money. o No additional contributions after attainment of age 81 or, if later, o Paid to us by check or transfer the first contract date of contract value in a tax- anniversary.* deferred exchange under Section 1035 of the Internal Revenue Code. 20 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Rollover IRA 20 through 80 o $10,000 (initial) o $50 (additional) - -------------------------------------------------------------------------------- Roth Conversion IRA 20 through 80 o $10,000 (initial) o $50 (additional) - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - --------------------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distributions o No contributions after attain- from TSA contracts or other ment of age 81 or, if later, the 403(b) arrangements, qualified first contract date anniversary.* plans, and governmental employer 457(b) plans. o Contributions after age 70-1/2 must be net of required mini- o Rollovers from another tradi- mum distributions. tional individual retirement arrangement. o Although we accept regular IRA contributions (limited to $4,000 o Direct custodian-to-custodian for 2007 and $5,000 for 2008) transfers from another tradi- under Rollover IRA contracts, we tional individual retirement intend that this contract be used arrangement. primarily for rollover and direct transfer contributions. o Regular IRA contributions. o Additional catch-up contribu- tions of up to $1,000 per o Additional "catch-up" contri- calendar year where the owner butions. is at least age 50 but under age 70-1/2 at any time during the calendar year for which the con- tribution is made. - --------------------------------------------------------------------------------------------- Roth Conversion IRA o Rollovers from another Roth o No additional rollover or direct IRA. transfer contributions after attainment of age 81 or, if later, o Rollovers from a "designated the first contract date Roth contribution account" anniversary.* under a 401(k) plan or 403(b) arrangement. o Conversion rollovers after age 70-1/2 must be net of required o Conversion rollovers from a minimum distributions for the traditional IRA. traditional IRA you are rolling over. o Direct transfers from another Roth IRA. o You cannot roll over funds from a traditional IRA if your adjusted o Regular Roth IRA contribu- gross income is $100,000 or tions. more. o Additional catch-up contribu- tions. o Although we accept regular Roth IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contribu- tions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - --------------------------------------------------------------------------------------------- Contract features and benefits 21 - --------------------------------------------------------------------------------------------- Available for owner and annuitant Minimum - --------------------------------------------------------------------------------------------- Contract type issue ages contributions Rollover TSA 20 through 80 o $10,000 (initial) o $500 (additional) - --------------------------------------------------------------------------------------------- QP 20 through 70 o $10,000 (initial) o $500 (additional) See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - --------------------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax o Additional rollover or direct funds from another contract or transfer contributions may be arrangement under Section made up to attainment of age 403(b) of the Internal Revenue 81 or, if later, the first contract Code, complying with IRS Rev- date anniversary.* enue Ruling 90-24. o Rollover or direct transfer contri- o Eligible rollover distributions of butions after age 70-1/2 must be pre-tax funds from other net of any required minimum 403(b) plans. Subsequent con- distributions. tributions may also be rollovers from qualified plans, o We do not accept employer- governmental employer 457(b) remitted contributions. plans and traditional IRAs. - --------------------------------------------------------------------------------------------- QP o Only transfer contributions o A separate QP contract must be from other investments within established for each plan an existing defined contribu- participant. tion qualified plan trust. o We do not accept regular ongo- o The plan must be qualified ing payroll contributions or under Section 401(a) of the contributions directly from the Internal Revenue Code. employer. o For 401(k) plans, transferred o Only one additional transfer contributions may not include contribution may be made dur- any after-tax contributions, ing a contract year. including designated Roth contributions. o No additional transfer contributions after participant's attainment of age 71 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contributions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - --------------------------------------------------------------------------------------------- + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permit ted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 22 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. This contract is not available for purchase by Charitable Remainder Trusts. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis and the contract is owned by a non-natural owner. Under QP contracts, all benefits are based on the age of the annuitant. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose. Additional contributions may also be made under our automatic investment program. These methods of payment, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealer, are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option and the fixed maturity options. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. Contract features and benefits 23 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Plus(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income.o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income,o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 24 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and bear o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY markets using strategies that are designed to limit expo- sure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 25 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management Interna- VALUE(13) income, accompanied by growth of capital. tional Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily o AXA Equitable FOUNDING STRATEGY(**) seeks income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ 26 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- o JPMorgan Investment Management Inc. erate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC CORE able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal o BlackRock Financial Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary consideration. (Americas) Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and long- o Van Kampen (is the name under which term capital appreciation by investing primarily in equity Morgan Stanley Investment Management securities of companies in the U.S. real estate industry, Inc. does business in certain including real estate investment trusts. situations) - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - -------------------------------------------------------------------------------- FN Portfolio Name until May 29, 2007 - -------------------------------------------------------------------------------- (1) AXA Premier VIP Aggressive Equity - -------------------------------------------------------------------------------- (2) AXA Premier VIP Core Bond - -------------------------------------------------------------------------------- (3) AXA Premier VIP Health Care - -------------------------------------------------------------------------------- (4) AXA Premier VIP High Yield - -------------------------------------------------------------------------------- (5) AXA Premier VIP International Equity - -------------------------------------------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - -------------------------------------------------------------------------------- (7) AXA Premier VIP Large Cap Growth - -------------------------------------------------------------------------------- (8) AXA Premier VIP Large Cap Value - -------------------------------------------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - -------------------------------------------------------------------------------- (10) AXA Premier VIP Mid Cap Value - -------------------------------------------------------------------------------- (11) AXA Premier VIP Technology - -------------------------------------------------------------------------------- (12) EQ/Mercury Basic Value Equity - -------------------------------------------------------------------------------- (13) EQ/Mercury International Value - -------------------------------------------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objective, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Portfolios contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 28 Contract features and benefits GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers, even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Plus(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable Contract features and benefits 29 market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, guaranteed interest option (subject to restrictions in certain states - see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If an owner or an annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit's value is low and fewer units if the unit's value is high. Therefore, you may get a lower average cost per unit over the long term. This plan of investing, however, does not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. 30 Contract features and benefits In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. The fixed-dollar option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states. See Appendix VII later in this Prospectus for more information on state availability. CREDITS A credit will also be allocated to your account value at the same time that we allocate your contribution. Credits are allocated to the same investment options based on the same percentages used to allocate your contributions. The credit amounts attributable to your contributions are not included for purposes of calculating any of the guaranteed benefits. The amount of the credit will be 4%, 4.5% or 5% of each contribution based on the following breakpoints and rules: - -------------------------------------------------------------------------------- Credit percentage First year total contributions applied to Breakpoints contributions - -------------------------------------------------------------------------------- Less than $500,000 4% $500,000-$999,999.99 4.5% $1 million or more 5% - -------------------------------------------------------------------------------- The percentage of the credit is based on your total first year contributions. If you purchase a Principal guarantee benefit, you may not make additional contributions after the first six months. This credit percentage will be credited to your initial contribution and each additional contribution made in the first contract year (after adjustment as described below), as well as those in the second and later contract years. The credit will apply to additional contributions only to the extent that the sum of that contribution and prior contributions to which no credit was applied exceeds the total withdrawals made from the contract since the issue date. Although the credit, as adjusted at the end of the first contract year, will be based upon first year total contributions, the following rules affect the percentage with which contributions made in the first contract year are credited during the first contract year: o Indication of intent: If you indicate in the application at the time you purchase your contract an intention to make additional contributions to meet one of the breakpoints (the "Expected First Year Contribution Amount") and your initial contribution is at least 50% of the Expected First Year Contribution Amount, your credit percentage will be as follows: o For any contributions resulting in total contributions to date less than or equal to your Expected First Year Contribution Amount, the credit percentage will be the percentage that applies to the Expected First Year Contribution Amount based on the table above. o For any subsequent contribution that results in your total contri butions to date exceeding your Expected First Year Contribution Amount, such that the credit percentage should have been higher, we will increase the credit percentage applied to that contribution, as well as any prior or subsequent contributions made in the first contract year, accordingly. o If at the end of the first contract year your total contributions were lower than your Expected First Year Contribution Amount such that the credit applied should have been lower, we will recover any Excess Credit. The Excess Credit is equal to the difference between the credit that was actually applied based on your Expected First Year Contribution Amount (as applicable) and the credit that should have been applied based on first year total contributions. Contract features and benefits 31 o The "Indication of intent" approach to first year contributions is o not available in all states. Please see Appendix VII later in this Prospectus for information on state availability. o No indication of intent: o For your initial contribution (if available in your state) we will apply the credit percentage based upon the above table. o For any subsequent contribution that results in a higher appli cable credit percentage (based on total contributions to date), we will increase the credit percentage applied to that contribution, as well as any prior or subsequent contributions made in the first contract year, accordingly. In addition to the recovery of any Excess Credit, we will recover all of the credit or a portion of the credit in the following situations: o If you exercise your right to cancel the contract, we will recover the entire credit made to your contract (see "Your right to cancel within a certain number of days" later in this Prospectus). o If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Please see Appendix VII later in this Prospectus for information on state variations. o If the owner (or older joint owner, if applicable) dies during the one-year period following our receipt of a contribution to which a credit was applied, we will recover the amount of such Credit. For Joint life GWBL contracts, we will only recover the credit if the second owner dies within the one-year period following a contribution. We will recover any credit on a pro rata basis from the value in your variable investment options and guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in order of the earliest maturing date(s). A market value adjustment may apply to withdrawals from the fixed maturity options. We do not consider credits to be contributions for purposes of any discussion in this Prospectus. Credits are also not considered to be part of your investment in the contract for tax purposes. We use a portion of the mortality and expense risks charge and withdrawal charge to help recover our cost of providing the credit. See "Charges and expenses" later in this Prospectus. The charge associated with the credit may, over time, exceed the sum of the credit and any related earnings. You should consider this possibility before purchasing the contract. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond) the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE 32 Contract features and benefits GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract and any additional contributions, or o your highest account value on any contract date anniversary up to the contract date anniversary following the annuitant's 85th birthday, plus any contributions made since the most recent annual ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VII later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. If after your death your spouse continues this contract, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II - -- "Purchase considerations for QP Contracts," later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. Contract features and benefits 33 GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. This feature is not available if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age as follows: - ------------------------------------------- Level payments - ------------------------------------------- Period certain years ---------------------- Owner's age at exercise IRAs NQ - ------------------- ------------ --------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - ------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit, should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base less, any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. 34 Contract features and benefits The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account under Rollover TSA contracts. - -------------------------------------------------------------------------------- Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life - -------------------------------------------------------------------------------- 10 $11,891 15 $18,597 - -------------------------------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us along with all required information within 30 days following your contract date anniversary in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payment contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death, or if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age, as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) Plus(SM) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Plus(SM) QP contract into an Accumulator(R) Plus(SM) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise, However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Plus(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Plus(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which Contract features and benefits 35 the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. (vii) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age; and (viii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions adjusted for any withdrawals (and associated withdrawal charges). The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 to 80 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits (not including the GWBL Enhanced death benefit), the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals (and associated withdrawal charges) whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) dies during the one-year period following our receipt of a contribution, the account value used to calculate the applicable guaranteed minimum death benefit will not reflect any Credits applied in the one-year period prior to death. For Joint life GWBL contracts, we will only recover the credit if the second owner dies within the one-year period following a contribution. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 20 THROUGH 70 AT ISSUE OF QP CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability (please see Appendix VII later in this Prospectus for state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced minimum death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (please see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract, under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit 36 Contract features and benefits provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit, you may not voluntarily terminate the feature. If you elect the Guaranteed withdrawal benefit for life the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals (credit amounts are not included in "net contributions"); and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. For purposes of calculating your Earnings enhancement benefit, if any contributions are made in the one-year period prior to death of the owner (or older joint owner, if applicable), the account value will not include any Credits applied in the one-year period prior to death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions. The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000-$16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be calculated based on the annuitant's age. For an example of how the Earnings enhancement death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement death benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued; neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option and the permitted variable investment options. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). Contract features and benefits 37 For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. Joint life QP and TSA contracts are not permitted. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawal in contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or on the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - -------------------------------------------------------------------------------- Age Applicable percentage - -------------------------------------------------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - -------------------------------------------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. 38 Contract features and benefits If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your GWBL benefit base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your GWBL benefit base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-80, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). Contract features and benefits 39 The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if your GWBL benefit base is ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit " in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death adjusted for any subsequent withdrawals (and associated withdrawal charges), whichever provides a higher amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) Plus(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) Plus(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) Plus(SM) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% Federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. 40 Contract features and benefits o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. The guaranteed amount does not include any credits allocated to your contract. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. The guaranteed amount does not include any credits allocated to your contract. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 80th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. Contract features and benefits 41 Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, and (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii) or (iii) above). For any IRA contracts returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. Please note that you will forfeit the credit by exercising this right of cancellation. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office or your financial professional can provide you with the cancellation instructions. 42 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total value of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; and (iv) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value less: (i) the total amount or a pro rata portion of the annual administrative charge as well as any optional benefit charges; (ii) any applicable withdrawal charge; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense risks; (ii) administrative, and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions plus the credit; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect transfer into, or decreased to reflect transfer out of a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. ---------------------------------- If you apply for this contract by electronic means, please see Appendix VII for additional information. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to Determining your contract's value 43 a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. 44 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the variable investment options, subject to the following: o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the account value being allocated to the guaranteed interest option, based on the account value as of the previous business day. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or, (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. Transferring your money among investment options 45 We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not 46 Transferring your money among investment options be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. Transferring your money among investment options 47 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Con- version IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes - -------------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------------- * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** All payments are made to the Trust as the owner of the contract. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions). The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. SYSTEMATIC WITHDRAWALS (All contracts except QP) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). 48 Accessing your money You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (All contracts except QP contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA and Rollover TSA and QP contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. Accessing your money 49 FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any lump sum withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawals may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received within the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000-$16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during the contract year do not affect the amount of the withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your benefit base and GWBL Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Our Guaranteed withdrawal benefit for life ("GWBL") " in "Contract features and benefits" earlier in this Prospectus. 50 Accessing your money Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subjected to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus, for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of the loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amounts). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. We will credit interest to the amount in the loan reserve account at a rate of 2% lower than the loan interest rate that applies for the time your loan is outstanding. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. Loan repayments are not considered contributions and therefore are not eligible for additional credits. Accessing your money 51 The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions). For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable), if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "the Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option and fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Plus(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Plus(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Plus(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Plus(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply to your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- 52 Accessing your money - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period (available for owners and annu- certain itants age 83 or less at contract Period certain annuity issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide you with details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisers Trust . The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R) Plus(SM). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) Plus(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Plus(SM). For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. Accessing your money 53 For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) Plus(SM) is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) payout life contingent options, no withdrawal charge is imposed under the Accumulator(R) Plus(SM). If the withdrawal charge that otherwise would have been applied to your account value under your Accumulator(R) Plus(SM) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin from the Accumulator(R) Plus(SM) contract. Generally, the date annuity payments begin may not be earlier than five years (in a limited number of jurisdictions this requirement may be more or less than 5 years) from the contract date. Please see Appendix VII later in this Prospectus for information on state variations. Except with respect to Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Please see Appendix VII later in this Prospectus for information on state variations. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. 54 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary --a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.95% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. A portion of this charge also compensates us for the contract credit. For a discussion of the credit, see "Credits" in "Contract features and benefits" earlier in this Prospectus. We expect to make a profit from this charge. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.35% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in the order of the earliest Charges and expenses 55 maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non life contingent annuity payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options -- The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. A portion of this charge also compensates us for the contract credit. For a discussion of the credit, see "Credits" in "Contracts features and benefits" earlier in this Prospectus. We expect to make a profit from this charge. The withdrawal charge equals a percentage of the contributions withdrawn. We do not consider credits to be contributions. Therefore, there is no withdrawal charge associated with a credit. The percentage of the withdrawal charge that applies to each contribution depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - -------------------------------------------------------------------------------- Contract year - -------------------------------------------------------------------------------- 1 2 3 4 5 6 7 8 9+ - -------------------------------------------------------------------------------- Percentage of contribution 8% 8% 7% 7% 6% 5% 4% 3% 0% - -------------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawals of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to the same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each variable investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount. If your withdrawal exceeds the amount described above, this waiver is not applicable to that withdrawal, or to any subsequent withdrawal for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawals during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. DISABILITY, TERMINAL ILLNESS, OR CONFINEMENT TO NURSING HOME. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been con- 56 Charges and expenses fined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions as described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition that began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Charges and expenses 57 EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the GWBL Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios").The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. If permitted under the terms of our exemptive order regarding Accumulator(R) Plus(SM) bonus feature, we may also change the crediting percentage that applies to contributions. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. 58 Charges and expenses We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 59 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The account value used to determine the death benefit and the Earnings enhancement benefit will first be reduced by the amount of any Credits applied in the one-year period prior to the owner's (or older joint owner's, if applicable) death. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. 60 Payment of death benefit Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If any contributions are made during the one-year period prior to the owner's death, the account value will first be reduced by any Credits applied to any such contributions. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit , and adjusted for any subsequent withdrawals. If any contributions are made during the one-year period prior to the owner's death, the account value will first be reduced by any Credits applied to any such contributions. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. Payment of death benefit 61 o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VI later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit feature, adjusted for any subsequent withdrawals. The account value, however, will first be reduced by any Credits applied in the one-year period prior to the owner's death. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. 62 Payment of death benefit o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. Payment of death benefit 63 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Plus(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Plus'(SM) extra credit on each contribution, choice of death benefits, the Guaranteed withdrawal benefit for life benefit, the Guaranteed minimum income benefit, guaranteed interest option, fixed maturity options, selection of variable investment options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS You can make transfers among variable investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 64 Tax information TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual withdrawals and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, Equitable would take all reasonable steps to attempt to avoid this result which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) Plus(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Plus(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. Beneficiary continuation option We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of Tax information 65 the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2;" o scheduled payments, any additional withdrawals under "Withdrawal Option 2," or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically can include mutual funds and/or individual stocks and/or securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 66 Tax information ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) Plus(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Plus(SM) traditional and Roth IRA contracts. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Plus(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Plus(SM) IRA or Accumulator(R) Plus(SM) Roth IRA with the optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel either type of Accumulator(R) Plus(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation would have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o regular contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007. For 2008, the amount is $10,000 to any combination of traditional IRAs and Roth IRAs. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. Tax information 67 If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2006, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the 68 Tax information April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custodial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Tax information 69 Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contribution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. 70 Tax information Required minimum distributions BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts. If you take annual withdrawal instead of annuitizing, please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expect- Tax information 71 ancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, then no amounts are required to be paid until after the surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special federal income tax definition); or o used to pay medical insurance premiums for unemployed individuals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special federal income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. 72 Tax information Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Plus(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under Section 401(a) of the Internal Revenue Code, a TSA under Section 403(b) of the Internal Revenue Code or any other eligible Tax information 73 retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). 74 Tax information To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Tax information 75 Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004 the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please Consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Plus(SM) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish your Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Plus(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these 76 Tax information sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Plus(SM) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Plus(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Plus(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Plus(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who provided the funds to purchase the TSA you are transferring to the Accumulator(R) Plus(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the Tax information 77 contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL") benefit" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Plus(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non- 78 Tax information spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required minimum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Plus(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Plus(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Plus(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. Tax information 79 o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribution from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA and qualified plan distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviving spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 80 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in their respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - -------------------------------------------------------------------------------- More information 81 - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely-published Index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and fixed maturity options, as well as our general obligations. Credits allocated to your account value are funded from our general account. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. 82 More information We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. More information 83 CONTRIBUTIONS, CREDITS, AND TRANSFERS o Contributions and credits allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions and credits allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions and credits allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in the prospectus for each Trust or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial profes- 84 More information sional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of a Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 6.75% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Plus(SM) on a company and\or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and\or More information 85 other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and\or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 86 More information 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. Incorporation of certain documents by reference 87 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account No. 49 with the same daily asset charges of 1.55%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------ 2006 2005 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.09 $ 11.28 $ 10.60 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,793 342 120 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.85 $ 10.36 $ 10.27 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,202 501 286 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.29 $ 10.55 $ 10.38 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,537 671 279 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 47.71 $ 43.93 $ 42.57 $ 39.77 $ 33.91 $ 39.47 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,387 762 659 461 279 110 -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.57 $ 11.15 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 22,340 2,035 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 57.17 $ 55.24 $ 51.85 $ 46.99 $ 34.70 $ 49.56 $ 67.28 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 171 172 181 211 241 249 106 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.39 $ 11.14 $ 11.13 $ 10.88 $ 10.65 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,474 1,199 1,470 1,625 1,594 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.96 $ 11.56 $ 10.98 $ 9.94 $ 7.88 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 696 453 565 375 264 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 31.19 $ 28.82 $ 28.41 $ 26.55 $ 22.00 $ 23.03 $ 23.23 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,654 1,626 1,924 2,218 1,906 1,632 432 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.77 $ 13.59 $ 11.96 $ 10.30 $ 7.79 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,168 480 411 323 108 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.21 $ 10.92 $ 10.39 $ 9.62 $ 7.63 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 346 269 397 296 201 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.54 $ 9.68 $ 9.15 $ 8.71 $ 6.77 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 999 613 930 759 424 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.21 $ 12.10 $ 11.47 $ 10.18 $ 7.89 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,285 919 809 635 503 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.82 $ 10.03 $ 9.40 $ 8.54 $ 6.19 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 884 663 773 720 427 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ A-1 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------ 2006 2005 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.78 $ 12.20 $ 11.54 $ 10.18 $ 7.35 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 838 550 720 545 364 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.49 $ 9.93 $ 9.07 $ 8.77 $ 5.65 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,459 2,792 3,478 278 386 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $250.91 $ 230.23 $ 224.21 $ 199.56 $ 135.53 $ 206.51 $ 235.03 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 361 370 430 484 521 499 204 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 33.51 $ 28.72 $ 27.65 $ 24.98 $ 19.46 $ 25.10 $ 25.90 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 743 557 589 535 298 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.35 $ 18.07 $ 18.13 $ 18.07 $ 17.97 $ 16.81 $ 15.83 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 747 873 1,061 1,357 1,226 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.99 $ 14.79 $ 13.03 $ 11.20 $ 8.42 $ 9.51 $ 12.60 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,983 1,000 1,008 1,052 135 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.88 $ 7.03 $ 6.21 $ 5.82 $ 4.80 $ 7.08 $ 9.46 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,569 9.117 10,421 11,828 13,521 14,217 6,200 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.95 $ 15.60 $ 15.54 $ 15.21 $ 14.92 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 630 455 480 519 474 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.82 $ 16.60 $ 15.12 $ 13.48 $ 9.71 $ 14.14 $ 16.56 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,922 1,979 2,313 2,809 3,037 2,971 1,248 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.62 $ 14.75 $ 14.21 $ 12.72 $ 10.04 $ 11.80 $ 11.63 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,695 5,091 5,823 6,106 6,520 4,851 1,119 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.34 $ 10.36 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 100 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.96 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 255 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.67 $ 5.84 $ 5.59 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,207 536 306 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.91 $ 8.60 $ 8.03 $ 7.87 $ 6.25 $ 8.63 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 147 65 88 101 79 19 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.86 $ 12.16 $ 11.75 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,540 2,470 2,815 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.30 $ 12.18 $ 10.56 $ 9.44 $ 7.23 $ 8.65 $ 11.10 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,904 2,599 2,863 2,832 2,786 2,530 1,050 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.87 $ 11.67 $ 11.18 $ 10.23 $ 7.91 $ 10.66 $ 11.05 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,914 5,540 6,418 6,957 7,543 2,052 628 - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ------------------------------------------------------------------------- 2006 2005 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.39 $ 11.44 $ 10.97 $ 10.19 $ 7.59 $ 10.10 $ 10.47 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,680 3,879 4,473 4,616 4,470 3,790 1,311 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.04 $ 10.38 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 382 65 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.84 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 665 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 29.20 $ 25.77 $ 25.07 $ 23.10 $ 18.36 $ 24.03 $ 27.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,534 3,726 4,345 4,750 5,020 4,534 1,524 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.92 $ 9.74 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 455 9 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.78 $ 8.42 $ 8.23 $ 7,80 $ 5.74 $ 7.67 $ 9.39 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 319 349 400 500 378 182 47 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.70 $ 11.56 $ 11.04 $ 9.67 $ 6.84 $ 8.52 $ 9.99 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,317 4,297 4,997 5,343 5,392 4,418 609 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.21 $ 15.54 $ 14.18 $ 12.22 $ 9.32 $ 11.09 $ 10.84 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,215 3,279 3,574 3,783 4,067 3,015 198 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.42 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,076 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.82 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 153 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.59 $ 10.49 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 425 11 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 26.49 $ 22.64 $ 22.05 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 519 111 63 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.20 $ 11.48 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 310 5 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.28 $ 6.31 $ 5.97 $ 5.41 $ 4.36 $ 6.36 $ 8.39 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,487 5,127 5,897 6,804 7,940 7,216 1,134 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.07 $ 13.73 $ 13.65 $ 13.32 $ 13.09 $ 12.13 $ 11.41 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,950 8,015 8,979 10,672 12,695 8,943 1,427 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.76 $ 13.30 $ 12.99 $ 11.90 $ 9.53 $ 11.97 $ 13.04 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,048 4,589 5,234 6,009 6,939 6,123 1,419 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.19 $ 10.64 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 738 113 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ A-3 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------------------- 2006 2005 2004 2003 2002 2001 2000 - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.01 $ 9.99 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 567 30 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.21 $ 10.58 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 501 58 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.70 $ 10.55 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 138 45 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.32 $ 11.13 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 531 120 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.26 $ 15.11 $ 13.86 $ 12.74 $ 9.87 $ 11.33 -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,666 1,390 1,251 1,338 701 89 -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 23.71 $ 19.92 $ 19.65 $ 18.05 $ 13.98 $ 17.04 $ 16.40 - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,301 1,147 1,430 1,339 1,334 1,071 299 - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 22.46 $ 18.15 $ 16.63 $ 13.89 $ 11.02 $ 13.42 $ 17.37 - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,580 3,145 3,356 3,673 4,227 4,268 2,110 - ---------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.80 $ 13.94 $ 12.99 $ 11.72 $ 9.20 $ 14.23 $ 21.92 - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,090 2,422 2,867 3,344 3,796 4,345 2,112 - ---------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.41 $ 9.36 $ 8.87 $ 8.08 $ 6.73 $ 8.66 $ 10.47 - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,130 4,965 5,788 6,613 7,231 7,160 2,262 - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Money Market - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 27.92 $ 27.14 $ 26.87 $ 27.08 $ 27.35 $ 27.44 $ 26.91 - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,933 1,954 2,306 3,186 4,967 4,110 826 - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 4.83 $ 4.54 $ 4.38 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 155 14 6 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 623 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 227 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 158 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 186 -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.81 $ 9.92 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,202 300 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ---------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.20 $ 9.97 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 205 25 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, ----------------------------------------------------------------------- 2006 2005 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 19.31 $ 16.89 $ 16.39 $ 14.22 $ 10.51 $ 12.39 $ 10.69 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,465 2,629 3,013 3,182 3,460 2,447 588 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.65 $ 7.97 $ 7.53 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 627 195 11 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.83 $ 14.52 $ 14.15 $ 12.21 $ 8.50 $ 10.92 $ 10.87 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,231 854 1,001 1,152 974 825 270 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.90 16.83 $ 16.44 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 71 15 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.75 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 531 -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.15 $ 5.47 $ 5.10 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 424 102 6 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.88 $ 10.41 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 900 131 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.50 $ 13.71 $ 10.48 $ 8.61 $ 5.61 $ 6.06 $ 6.49 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,602 1,632 1,515 1,462 1,464 1,482 881 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.29 $ 12.36 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 361 40 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.24 $ 11.89 $ 11.36 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 407 5 1 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ A-5 Appendix I: Condensed financial information Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) Plus(SM) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Plus(SM) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) Plus(SM) QP contract to fund a plan for the contract's features and benefits other than tax deferral after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, the payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. Appendix II: Purchase considerations for QP contracts B-1 Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - ------------------------------------------------------------------------------------------------------ Hypothetical assumed rate to maturity(j) February 15, 2011 -------------------- 5.00% 9.00% - ------------------------------------------------------------------------------------------------------ As of February 15, 2011 before withdrawal (1) Market adjusted amount(b) $141,389 $121,737 (2) Fixed maturity amount(c) $131,104 $131,104 (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ------------------------------------------------------------------------------------------------------ On February 15, 2011 after $50,000 withdrawal - ------------------------------------------------------------------------------------------------------ (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 (8) Maturity value(d) $111,099 $101,287 - ------------------------------------------------------------------------------------------------------ You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 --------------- = ------------------ where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 ---------------- = -------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) C-1 Appendix III: Market value adjustment example Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options) , no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - ------------------------------------------------------------------------------------------------------------- End of Contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced Year Account Value enhanced benefit base enhanced benefit base death benefit - ------------------------------------------------------------------------------------------------------------- 1 $109,200 $ 106,000(3) $ 109,200(1) $ 109,200(5) 2 $120,120 $ 112,360(3) $ 120,120(1) $ 120,120(5) 3 $134,534 $ 119,102(3) $ 134,534(1) $ 134,534(5) 4 $107,628 $ 126,248(4) $ 134,534(2) $ 141,261(6) 5 $118,390 $ 133,823(4) $ 134,534(2) $ 147,988(6) 6 $132,597 $ 141,852(4) $ 134,534(2) $ 154,715(6) 7 $132,597 $ 150,363(4) $ 134,534(2) $ 161,441(6) - ------------------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 1 through 3, the death benefit will be the current account value. (4) At the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. Appendix IV: Enhanced death benefit example D-1 Appendix V: Hypothetical Illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Plus(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single$100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.86)%, 3.14% for the Accumulator(R) Plus(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit charge, Earnings enhancements benefit charge, the Guaranteed minimum income benefit charge, and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. E-1 Appendix V: Hypothetical Illustrations Variable deferred annuity Accumulator(R) Plus(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 Guaranteed Minimum Account Value Cash Value Death Benefit ------------------- ------------------ ------------------- Age Contract Year 0% 6% 0% 6% 0% 6% - ----- -------------- --------- --------- -------- --------- --------- --------- 60 1 104,000 104,000 96,000 96,000 100,000 100,000 61 2 99,347 105,565 91,347 97,565 106,000 106,000 62 3 94,763 107,094 87,763 100,094 112,360 112,360 63 4 90,242 108,582 83,242 101,582 119,102 119,102 64 5 85,776 110,021 79,776 104,021 126,248 126,248 65 6 81,359 111,406 76,359 106,406 133,823 133,823 66 7 76,982 112,729 72,982 108,729 141,852 141,852 67 8 72,639 113,982 69,639 110,982 150,363 150,363 68 9 68,322 115,157 68,322 115,157 159,385 159,385 69 10 64,024 116,246 64,024 116,246 168,948 168,948 74 15 42,475 120,023 42,475 120,023 226,090 226,090 79 20 20,059 119,859 20,059 119,859 302,560 302,560 84 25 0 113,651 0 113,651 0 404,893 89 30 0 113,621 0 113,621 0 429,187 94 35 0 116,699 0 116,699 0 429,187 95 36 0 117,367 0 117,367 0 429,187 Lifetime Annual Guaranteed Minimum Income Benefit Total Death Benefit ---------------------------------- with the Earnings Guaranteed Hypothetical enhancement benefit Income Income ------------------- ----------------- ---------------- Age 0% 6% 0% 6% 0% 6% - ----- --------- --------- -------- -------- -------- ------- 60 100,000 100,000 N/A N/A N/A N/A 61 108,400 108,400 N/A N/A N/A N/A 62 117,304 117,304 N/A N/A N/A N/A 63 126,742 126,742 N/A N/A N/A N/A 64 136,747 136,747 N/A N/A N/A N/A 65 147,352 147,352 N/A N/A N/A N/A 66 158,593 158,593 N/A N/A N/A N/A 67 170,508 170,508 N/A N/A N/A N/A 68 183,139 183,139 N/A N/A N/A N/A 69 196,527 196,527 N/A N/A N/A N/A 74 276,527 276,527 14,266 14,266 14,266 14,266 79 383,584 383,584 20,393 20,393 20,393 20,393 84 0 493,179 34,821 34,821 34,821 34,821 89 0 517,472 N/A N/A N/A N/A 94 0 517,472 N/A N/A N/A N/A 95 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix V: Hypothetical Illustrations E-2 Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3000 withdrawal $6000 withdrawal --------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 --------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 --------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death benefit less net contributions (prior to the withdrawal in C D). 4,000 4,000 4,000 B minus A. --------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 --------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero --------------------------------------------------------------------------------------------------------------- Net contributions (adjusted for the withdrawal in D) F A minus E 100,000 100,000 98,000 --------------------------------------------------------------------------------------------------------------- Death benefit (adjusted for the withdrawal in D) G B minus D 104,000 101,000 98,000 --------------------------------------------------------------------------------------------------------------- Death benefit less net contributions H G minus F 4,000 1,000 0 --------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% --------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit J H times I 1,600 400 0 --------------------------------------------------------------------------------------------------------------- Death benefit: including Earnings enhancement benefit K G plus J 105,600 101,400 98,000 --------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. F-1 Appendix VI: Earnings enhancement benefit example Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Plus(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) PLUS(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- CALIFORNIA See "Contract features and benefits"--"Your right to can- cel within a certain number of days" - -------------------------------------------------------------------------------- FLORIDA See "Contract features and benefits" in "Credits" - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- CALIFORNIA If you reside in the state of California and you are age 60 and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - -------------------------------------------------------------------------------- FLORIDA The following information replaces the second bullet to the final set of bullets in this section: o You may annuitize your contract after thirteen months, however, if you elect to receive annuity payments within five years of the contract date, we will recover the credit that applies to any contribution made in that five years. If you start receiving annuity payments after five years from the contract date and within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. - -------------------------------------------------------------------------------- Appendix VII: State contract availability and/or variations of certain features and benefits G-1 - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- PENNSYLVANIA See "Disability, terminal illness, or confinement to nursing home" under "withdrawal charge" in "Charges and expenses" Required disclosure for Pennsylvania customers - -------------------------------------------------------------------------------- PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA contracts Beneficiary continuation option (IRA) - -------------------------------------------------------------------------------- TEXAS See "Charges that AXA Equitable deducts" under "Annual administrative charge" in "Charges and expenses" - -------------------------------------------------------------------------------- WASHINGTON Guaranteed interest option Investment simplifier -- Fixed-dollar option and Interest sweep option Fixed maturity options Income Manager(SM) payout option Earnings enhancement benefit See "Guaranteed minimum death benefit/Guaranteed mini- mum income benefit roll-up benefit benefit base reset" in "Contract features and benefits" See "Guaranteed minimum death benefit" in "Contract features and benefits" See "Annual administrative charge" in "Charges and expenses" See "Withdrawal charge" in "Charges and expenses" See "Withdrawal charge" in "Charges and expenses" under "Disability, terminal illness, or confinement to nursing home" - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- PENNSYLVANIA o Item (iii) under this section is deleted in its entirety. Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - -------------------------------------------------------------------------------- PUERTO RICO Not Available Not Available - -------------------------------------------------------------------------------- TEXAS o We will deduct the annual administrative charge, on a pro rata basis, only from your value in the variable investment options. We will not deduct this charge from your value in the guaranteed interest option. - -------------------------------------------------------------------------------- WASHINGTON Not available Not available Not available Not available Not available Your "Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit" benefit base will reset only if your account value is greater than your Guaranteed minimum income benefit base. You have a choice of the standard death benefit, the Annual Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. The annual administrative charge will be deducted from the value in the variable investment options on a pro rata basis. The 10% free withdrawal amount applies to full surrenders. The annuitant has qualified to receive Social Security disabil- ity benefits as certified by the Social Security Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total dis- ability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. - -------------------------------------------------------------------------------- G-2 Appendix VII: State contract availability and/or variations of certain features and benefits Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Name Change 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Plus(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Plus(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) Plus(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- City State Zip Plus '02, ML, '04, '06, Jumpstart '07 and '07 Series x01480 Accumulator(R) Plus(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) PLUS(SM)? Accumulator(R) Plus(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers death benefit protection and a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option or fixed maturity options ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option and the fixed maturity options, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $10,000 is required to purchase a contract. We add an amount ("credit") to your contract with each contribution you make. Expenses for this contract may be higher than for a comparable contract without a credit. Over time, the amount of the credit may be more than offset by fees and charges associated with the credit. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, N.J. 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01463/Plus Jumpstart '07 Series/new biz only Contents of this Prospectus - -------------------------------------------------------------------- ACCUMULATOR(R) PLUS(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Plus(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 15 Condensed financial information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 24 How you can make your contributions 24 What are your investment options under the contract? 24 Portfolios of the Trusts 25 Allocating your contributions 31 Credits 32 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 33 Annuity purchase factors 34 Guaranteed minimum income benefit option 35 Guaranteed minimum death benefit 37 Guaranteed withdrawal benefit for life ("GWBL") 38 Principal guarantee benefits 42 Your right to cancel within a certain number of days 42 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 44 - -------------------------------------------------------------------------------- Your account value and cash value 44 Your contract's value in the variable investment options 44 Your contract's value in the guaranteed interest option 44 Your contract's value in the fixed maturity options 44 Insufficient account value 44 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG THE INVESTMENT OPTIONS 46 - -------------------------------------------------------------------------------- Transferring your account value 46 Disruptive transfer activity 46 Rebalancing your account value 47 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 49 - -------------------------------------------------------------------------------- Withdrawing your account value 49 How withdrawals are taken from your account value 51 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 51 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 51 Withdrawals treated as surrenders 52 Loans under Rollover TSA contracts 52 Surrendering your contract to receive its cash value 53 When to expect payments 53 Your annuity payout options 53 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 56 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 56 Charges that the Trusts deduct 59 Group or sponsored arrangements 59 Other distribution arrangements 60 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 61 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 61 Beneficiary continuation option 63 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 65 - -------------------------------------------------------------------------------- Overview 65 Buying a contract to fund a retirement arrangement 65 Transfers among variable investment options 65 Taxation of nonqualified annuities 65 Individual retirement arrangements (IRAs) 67 Tax-sheltered annuity contracts (TSAs) 77 Federal and state income tax withholding and information reporting 80 Special rules for contracts funding qualified plans 81 Impact of taxes to AXA Equitable 81 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 82 - -------------------------------------------------------------------------------- About Separate Account No. 49 82 About the Trusts 82 About our fixed maturity options 82 About the general account 83 About other methods of payment 84 Dates and prices at which contract events occur 84 About your voting rights 85 About legal proceedings 85 Financial statements 85 Transfers of ownership, collateral assignments, loans and borrowing 85 About Custodial IRAs 86 Distribution of the contracts 86 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 88 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Enhanced death benefit example D-1 V -- Hypothetical illustrations E-1 VI -- Earnings enhancement benefit example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page 6% Roll-Up to age 85 33 account value 44 administrative charge 56 annual administrative charge 56 Annual Ratchet 40 Annual Ratchet to age 85 enhanced death benefit 34 annuitant 20 annuitization 53 annuity maturity date 55 annuity payout options 53 annuity purchase factors 34 automatic investment program 84 AXA Allocation portfolios cover beneficiary 61 Beneficiary continuation option ("BCO") 63 benefit base 39 business day 84 cash value 44 charges for state premium and other applicable taxes 59 contract date 24 contract date anniversary 24 contract year 24 Contributions to Roth IRAs 74 regular contributions 74 rollovers and transfers 74 conversion contributions 75 contributions to traditional IRAs 68 regular contributions 68 rollovers and transfers 69 credit 32 disability, terminal illness or confinement to nursing home 57 disruptive transfer activity 46 distribution charge 56 Earnings Enhancement benefit 59 Earnings Enhancement benefit charge 59 EQAccess 7 ERISA 52 Fixed-dollar option 31 fixed maturity options 30 free look 42 free withdrawal amount 57 general account 83 General dollar cost averaging 31 Guaranteed interest option 30 Guaranteed minimum death benefit 37 Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option 34 Guaranteed minimum income benefit 35 Guaranteed minimum income benefit "no lapse guarantee" 35 Guaranteed minimum income benefit charge 58 Guaranteed withdrawal benefit for life 38 Guaranteed withdrawal benefit for life charge 59 IRA cover IRS 65 Investment simplifier 31 lifetime required minimum distribution withdrawals 50 loan reserve account 52 loans under Rollover TSA 52 market adjusted amount 30 market value adjustment 30 market timing 46 maturity dates 30 maturity value 30 Mortality and expense risks charge 56 NQ cover partial withdrawals 49 permitted variable investment options 24 portfolio cover Principal guarantee benefits 42 processing office 7 QP cover rate to maturity 30 Rebalancing 47 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 31 Separate Account No. 49 82 Standard death benefit 33 substantially equal withdrawals 50 Spousal continuation 62 systematic withdrawals 49 TOPS 7 TSA cover traditional IRA cover Trusts 82 unit 44 variable investment options 24 wire transmittals and electronic applications 84 withdrawal charge 57 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract or supplemental materials. - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds - -------------------------------------------------------------------------------- 4 Index of key words and phrases - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit Guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - -------------------------------------------------------------------------------- Accumulator(R) Plus(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the variable investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between variable investment options; (4) contract surrender and withdrawal requests; and (5) general dollar cost averaging (including the fixed dollar and interest sweep options) TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) dollar cost averaging (including the fixed dollar amount and interest sweep options); (3) rebalancing; (4) substantially equal withdrawals; (5) systematic withdrawals; and (6) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Plus(SM) at a glance -- key features - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator(R) Plus(SM) variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options ("FMOs") with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ---------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among variable investment options inside the contract. ---------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during your life once income benefit you elect to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal The Guaranteed withdrawal benefit for life option ("GWBL") guarantees that you can take withdrawals up to benefit for life a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45 or later. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Initial minimum: $10,000 o Additional minimum: $500 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 (IRA contracts) ---------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million under all Accumulator(R) series with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Credit We allocate your contributions to your account value. We allocate a credit to your account value at the same time that we allocate your contributions. The credit will apply to additional contribution amounts only to the extent that those amounts exceed total withdrawals from the contract. The amount of credit may be up to 5% of each contribution, depending on certain factors. The credit is subject to recovery by us in certain limited circumstances. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Plus(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- Access to your money o Lump sum withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - -------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - -------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for disability, terminal illness, confinement to a nursing home and certain other withdrawals o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset - -------------------------------------------------------------------------------- Fees and charges Please see "Fee table" later in this section for complete details. - -------------------------------------------------------------------------------- Owner and annuitant issue NQ: 0-80 ages Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-80 QP: 20-70 - -------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 Accumulator(R) Plus(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------- Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract, make certain withdrawals, or apply your cash value to certain payout options).(1) 8.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $ 350 - ------------------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------- Maximum annual administrative charge(2) If your account value on a contract date anniversary is less than $50,000(3) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ------------------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - ------------------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 0.95%(4) Administrative 0.35% Distribution 0.25% ------- Total Separate account annual expenses 1.55% - ------------------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - ------------------------------------------------------------------------------------------- Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.65% GWBL Enhanced death benefit 0.30% - ------------------------------------------------------------------------------------------- Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(2) on each contract date anni- versary for which the benefit is in effect.) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - ------------------------------------------------------------------------------------------- Guaranteed minimum income benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.65% - ------------------------------------------------------------------------------------------- Fee table 11 - ------------------------------------------------------------------------------------------------------------------------------------ Earnings enhancement benefit charge (calculated as a percent- age of the account value. Deducted annually(2) on each contract date anniversary for which the benefit is in effect.) 0.35% - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed withdrawal benefit for life benefit charge (calcu- 0.60% for the Single Life option lated as a percentage of the GWBL benefit base. Deducted annually(2) 0.75% for the Joint Life option on each contract date anniversary.) If your GWBL benefit base ratchets, we reserve the right to increase 0.75% for the Single Life option your charge up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life " in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge -- Rollover TSA contracts only (calcu- lated and deducted daily as a percentage of the outstanding loan amount) 2.00%(5) - -------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)(6) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - --------------------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - --------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - --------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% AXA Conservative Allocation 0.10% 0.25% 0.22% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% AXA Moderate Allocation 0.10% 0.25% 0.17% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% Multimanager Aggressive Equity* 0.61% 0.25% 0.19% Multimanager Core Bond* 0.59% 0.25% 0.18% Multimanager Health Care* 1.20% 0.25% 0.23% Multimanager High Yield* 0.58% 0.25% 0.18% Multimanager International Equity* 1.02% 0.25% 0.26% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% Multimanager Large Cap Value* 0.88% 0.25% 0.22% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% Multimanager Technology * 1.20% 0.25% 0.23% - --------------------------------------------------------------------------------------------- EQ Advisors Trust: - --------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% - --------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------ Total Acquired Annual Net Total Fund Fees Expenses Fee Waiv- Annual and (Before ers and/or Expenses Expenses Expense Expense (After (Underlying Limita- Reimburse- Expense Portfolio Name Portfolios)(10) tions) ments(11) Limitations) - ------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity* -- 1.05% -- 1.05% Multimanager Core Bond* -- 1.02% (0.07)% 0.95% Multimanager Health Care* -- 1.68% 0.00% 1.68% Multimanager High Yield* -- 1.01% -- 1.01% Multimanager International Equity* -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 0.03% 1.59% 0.00% 1.59% Multimanager Technology * -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% - ------------------------------------------------------------------------------------------------------------------ 12 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - -------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(7) Fees(8) Expenses(9) - -------------------------------------------------------------------------------- EQ/AllianceBernstein Value 0.60% 0.25% 0.13% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% EQ/BlackRock International Value* 0.82% 0.25% 0.21% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% EQ/Capital Guardian Research 0.65% 0.25% 0.13% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% EQ/Davis New York Venture 0.85% 0.25% 0.74% EQ/Equity 500 Index 0.25% 0.25% 0.13% EQ/Evergreen International Bond 0.70% 0.25% 0.23% EQ/Evergreen Omega 0.65% 0.25% 0.21% EQ/FI Mid Cap 0.68% 0.25% 0.15% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% EQ/Franklin Income 0.90% 0.25% 0.38% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% EQ/International Growth 0.85% 0.25% 0.35% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% EQ/Long Term Bond 0.43% 0.25% 0.15% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% EQ/Marsico Focus 0.85% 0.25% 0.13% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% EQ/Money Market 0.33% 0.25% 0.14% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% EQ/Mutual Shares 0.90% 0.25% 0.50% EQ/Oppenheimer Global 0.95% 0.25% 1.30% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% EQ/PIMCO Real Return 0.55% 0.25% 0.18% EQ/Short Duration Bond 0.43% 0.25% 0.14% EQ/Small Cap Value+ 0.73% 0.25% 0.15% EQ/Small Company Growth+ 1.00% 0.25% 0.17% EQ/Small Company Index 0.25% 0.25% 0.16% EQ/TCW Equity++ 0.80% 0.25% 0.16% EQ/Templeton Growth 0.95% 0.25% 0.64% EQ/UBS Growth and Income 0.75% 0.25% 0.17% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% - -------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Total Acquired Annual Net Total Fund Fees Expenses Fee Waiv- Annual and (Before ers and/or Expenses Expenses Expense Expense (After (Underlying Limita- Reimburse- Expense Portfolio Name Portfolios)(10) tions) ments(11) Limitations) - --------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index -- 0.63% -- 0.63% EQ/Evergreen International Bond -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega -- 1.11% 0.00% 1.11% EQ/FI Mid Cap -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ -- 1.11% (0.01)% 1.10% EQ/Franklin Income -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value -- 1.17% 0.00% 1.17% EQ/International Growth -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity -- 1.12% (0.12)% 1.00% EQ/Long Term Bond -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value -- 1.13% (0.08)% 1.05% EQ/Marsico Focus -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ -- 1.05% -- 1.05% EQ/MFS Investors Trust+ -- 1.01% (0.06)% 0.95% EQ/Money Market -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth -- 1.16% (0.01)% 1.15% EQ/Mutual Shares -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ -- 1.21% (0.06)% 1.15% EQ/Templeton Growth -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ -- 1.51% (0.21)% 1.30% - --------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - --------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ -- 1.36% (0.10)% 1.26% - --------------------------------------------------------------------------------------------------- Fee table 13 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount, if applicable. The withdrawal charge percentage we use is determined by the contract year in which make the withdrawal or surrender your contract. For each contribution, we Contract consider the contract year in which we receive that contribution to be "contract Year year 1") 1 .......................... 8.00% 2 .......................... 8.00% 3 .......................... 7.00% 4 .......................... 7.00% 5 .......................... 6.00% 6 .......................... 5.00% 7 .......................... 4.00% 8 .......................... 3.00% 9+ ......................... 0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (4) These charges compensate us for certain risks we assume and expenses we incur under the contract. They also compensate us for the expense associated with the credit. We expect to make a profit from these charges. (5) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (6) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (7) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (11) for any expense limitation agreement information. (8) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (9) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (11) for any expense limitation agreement information. (10) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (11) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the Prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------- Portfolio Name - -------------------------------------------------- Multimanager Aggressive Equity 1.03% - -------------------------------------------------- Multimanager Health Care 1.63% - -------------------------------------------------- Multimanager International Equity 1.52% - -------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - -------------------------------------------------- Multimanager Large Cap Growth 1.33% - -------------------------------------------------- Multimanager Large Cap Value 1.31% - -------------------------------------------------- Multimanager Mid Cap Growth 1.52% - -------------------------------------------------- Multimanager Mid Cap Value 1.58% - -------------------------------------------------- Multimanager Technology 1.64% - -------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - -------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - -------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - -------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - -------------------------------------------------- EQ/AllianceBernstein Value 0.94% - -------------------------------------------------- EQ/Ariel Appreciation II 1.01% - -------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - -------------------------------------------------- 14 Fee table - -------------------------------------------------- Portfolio Name - -------------------------------------------------- EQ/Capital Guardian Growth 0.94% - -------------------------------------------------- EQ/Capital Guardian Research 0.94% - -------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - -------------------------------------------------- EQ/Davis New York Venture 1.27% - -------------------------------------------------- EQ/Evergreen Omega 1.05% - -------------------------------------------------- EQ/FI Mid Cap 0.97% - -------------------------------------------------- EQ/FI Mid Cap Value 1.09% - -------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - -------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------- EQ/Marsico Focus 1.14% - -------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------- EQ/MFS Investors Trust 0.94% - -------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------- EQ/Small Cap Value 1.02% - -------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of 0.008% of contract value. The fixed maturity options and guaranteed interest option are not covered by the example. However, the annual administrative charge, the withdrawal charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options and guaranteed interest option. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual cost may be higher or lower, based on these assumptions, your cost would be: Fee table 15 - ---------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the appli- cable time period - ---------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ---------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ---------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 1,304.00 $ 2,238.00 $ 3,209.00 $ 5,461.00 AXA Conservative Allocation $ 1,282.00 $ 2,174.00 $ 3,107.00 $ 5,278.00 AXA Conservative-Plus Allocation $ 1,283.00 $ 2,177.00 $ 3,112.00 $ 5,287.00 AXA Moderate Allocation $ 1,301.00 $ 2,219.00 $ 3,156.00 $ 5,333.00 AXA Moderate-Plus Allocation $ 1,296.00 $ 2,215.00 $ 3,173.00 $ 5,398.00 Multimanager Aggressive Equity* $ 1,261.00 $ 2,114.00 $ 3,009.00 $ 5,100.00 Multimanager Core Bond* $ 1,258.00 $ 2,104.00 $ 2,993.00 $ 5,071.00 Multimanager Health Care* $ 1,330.00 $ 2,313.00 $ 3,330.00 $ 5,677.00 Multimanager High Yield* $ 1,257.00 $ 2,101.00 $ 2,988.00 $ 5,062.00 Multimanager International Equity* $ 1,313.00 $ 2,266.00 $ 3,254.00 $ 5,543.00 Multimanager Large Cap Core Equity* $ 1,294.00 $ 2,209.00 $ 3,163.00 $ 5,379.00 Multimanager Large Cap Growth* $ 1,296.00 $ 2,215.00 $ 3,173.00 $ 5,398.00 Multimanager Large Cap Value* $ 1,294.00 $ 2,209.00 $ 3,163.00 $ 5,379.00 Multimanager Mid Cap Growth* $ 1,317.00 $ 2,275.00 $ 3,269.00 $ 5,570.00 Multimanager Mid Cap Value* $ 1,320.00 $ 2,285.00 $ 3,284.00 $ 5,596.00 Multimanager Technology* $ 1,330.00 $ 2,313.00 $ 3,330.00 $ 5,677.00 - ---------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ---------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 1,239.00 $ 2,050.00 $ 2,905.00 $ 4,908.00 EQ/AllianceBernstein Growth and Income++ $ 1,248.00 $ 2,075.00 $ 2,947.00 $ 4,985.00 EQ/AllianceBernstein Intermediate Government Securities $ 1,244.00 $ 2,063.00 $ 2,926.00 $ 4,947.00 EQ/AllianceBernstein International $ 1,273.00 $ 2,149.00 $ 3,065.00 $ 5,203.00 EQ/AllianceBernstein Large Cap Growth $ 1,284.00 $ 2,180.00 $ 3,117.00 $ 5,296.00 EQ/AllianceBernstein Quality Bond $ 1,244.00 $ 2,063.00 $ 2,926.00 $ 4,947.00 EQ/AllianceBernstein Small Cap Growth $ 1,269.00 $ 2,136.00 $ 3,045.00 $ 5,166.00 EQ/AllianceBernstein Value $ 1,253.00 $ 2,091.00 $ 2,973.00 $ 5,033.00 EQ/Ariel Appreciation II $ 1,311.00 $ 2,260.00 $ 3,244.00 $ 5,525.00 EQ/AXA Rosenberg Value Long/Short Equity $ 1,484.00 $ 2,750.00 $ 4,016.00 $ 6,834.00 EQ/BlackRock Basic Value Equity* $ 1,249.00 $ 2,079.00 $ 2,952.00 $ 4,995.00 EQ/BlackRock International Value* $ 1,286.00 $ 2,187.00 $ 3,127.00 $ 5,315.00 EQ/Boston Advisors Equity Income $ 1,272.00 $ 2,145.00 $ 3,060.00 $ 5,194.00 EQ/Calvert Socially Responsible $ 1,272.00 $ 2,145.00 $ 3,060.00 $ 5,194.00 EQ/Capital Guardian Growth $ 1,262.00 $ 2,117.00 $ 3,014.00 $ 5,109.00 EQ/Capital Guardian International+ $ 1,287.00 $ 2,190.00 $ 3,132.00 $ 5,324.00 EQ/Capital Guardian Research $ 1,259.00 $ 2,107.00 $ 2,998.00 $ 5,081.00 EQ/Capital Guardian U.S. Equity++ $ 1,259.00 $ 2,107.00 $ 2,998.00 $ 5,081.00 EQ/Caywood-Scholl High Yield Bond $ 1,259.00 $ 2,107.00 $ 2,998.00 $ 5,081.00 EQ/Davis New York Venture $ 1,347.00 $ 2,364.00 $ 3,410.00 $ 5,817.00 EQ/Equity 500 Index $ 1,216.00 $ 1,979.00 $ 2,790.00 $ 4,693.00 EQ/Evergreen International Bond $ 1,275.00 $ 2,155.00 $ 3,076.00 $ 5,222.00 - ---------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contin- gent period certain annuity option with less than five years - -------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: AXA Aggressive Allocation N/A $ 2,238.00 $ 3,209.00 $ 5,461.00 AXA Conservative Allocation N/A $ 2,174.00 $ 3,107.00 $ 5,278.00 AXA Conservative-Plus Allocation N/A $ 2,177.00 $ 3,112.00 $ 5,287.00 AXA Moderate Allocation N/A $ 2,219.00 $ 3,156.00 $ 5,333.00 AXA Moderate-Plus Allocation N/A $ 2,215.00 $ 3,173.00 $ 5,398.00 Multimanager Aggressive Equity* N/A $ 2,114.00 $ 3,009.00 $ 5,100.00 Multimanager Core Bond* N/A $ 2,104.00 $ 2,993.00 $ 5,071.00 Multimanager Health Care* N/A $ 2,313.00 $ 3,330.00 $ 5,677.00 Multimanager High Yield* N/A $ 2,101.00 $ 2,988.00 $ 5,062.00 Multimanager International Equity* N/A $ 2,266.00 $ 3,254.00 $ 5,543.00 Multimanager Large Cap Core Equity* N/A $ 2,209.00 $ 3,163.00 $ 5,379.00 Multimanager Large Cap Growth* N/A $ 2,215.00 $ 3,173.00 $ 5,398.00 Multimanager Large Cap Value* N/A $ 2,209.00 $ 3,163.00 $ 5,379.00 Multimanager Mid Cap Growth* N/A $ 2,275.00 $ 3,269.00 $ 5,570.00 Multimanager Mid Cap Value* N/A $ 2,285.00 $ 3,284.00 $ 5,596.00 Multimanager Technology* N/A $ 2,313.00 $ 3,330.00 $ 5,677.00 - -------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - -------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 2,050.00 $ 2,905.00 $ 4,908.00 EQ/AllianceBernstein Growth and Income++ N/A $ 2,075.00 $ 2,947.00 $ 4,985.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 2,063.00 $ 2,926.00 $ 4,947.00 EQ/AllianceBernstein International N/A $ 2,149.00 $ 3,065.00 $ 5,203.00 EQ/AllianceBernstein Large Cap Growth N/A $ 2,180.00 $ 3,117.00 $ 5,296.00 EQ/AllianceBernstein Quality Bond N/A $ 2,063.00 $ 2,926.00 $ 4,947.00 EQ/AllianceBernstein Small Cap Growth N/A $ 2,136.00 $ 3,045.00 $ 5,166.00 EQ/AllianceBernstein Value N/A $ 2,091.00 $ 2,973.00 $ 5,033.00 EQ/Ariel Appreciation II N/A $ 2,260.00 $ 3,244.00 $ 5,525.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,750.00 $ 4,016.00 $ 6,834.00 EQ/BlackRock Basic Value Equity* N/A $ 2,079.00 $ 2,952.00 $ 4,995.00 EQ/BlackRock International Value* N/A $ 2,187.00 $ 3,127.00 $ 5,315.00 EQ/Boston Advisors Equity Income N/A $ 2,145.00 $ 3,060.00 $ 5,194.00 EQ/Calvert Socially Responsible N/A $ 2,145.00 $ 3,060.00 $ 5,194.00 EQ/Capital Guardian Growth N/A $ 2,117.00 $ 3,014.00 $ 5,109.00 EQ/Capital Guardian International+ N/A $ 2,190.00 $ 3,132.00 $ 5,324.00 EQ/Capital Guardian Research N/A $ 2,107.00 $ 2,998.00 $ 5,081.00 EQ/Capital Guardian U.S. Equity++ N/A $ 2,107.00 $ 2,998.00 $ 5,081.00 EQ/Caywood-Scholl High Yield Bond N/A $ 2,107.00 $ 2,998.00 $ 5,081.00 EQ/Davis New York Venture N/A $ 2,364.00 $ 3,410.00 $ 5,817.00 EQ/Equity 500 Index N/A $ 1,979.00 $ 2,790.00 $ 4,693.00 EQ/Evergreen International Bond N/A $ 2,155.00 $ 3,076.00 $ 5,222.00 - -------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- If you do not surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: AXA Aggressive Allocation $ 504.00 $ 1,538.00 $ 2,609.00 $ 5,461.00 AXA Conservative Allocation $ 482.00 $ 1,474.00 $ 2,507.00 $ 5,278.00 AXA Conservative-Plus Allocation $ 483.00 $ 1,477.00 $ 2,512.00 $ 5,287.00 AXA Moderate Allocation $ 501.00 $ 1,519.00 $ 2,556.00 $ 5,333.00 AXA Moderate-Plus Allocation $ 496.00 $ 1,515.00 $ 2,573.00 $ 5,398.00 Multimanager Aggressive Equity* $ 461.00 $ 1,414.00 $ 2,409.00 $ 5,100.00 Multimanager Core Bond* $ 458.00 $ 1,404.00 $ 2,393.00 $ 5,071.00 Multimanager Health Care* $ 530.00 $ 1,613.00 $ 2,730.00 $ 5,677.00 Multimanager High Yield* $ 457.00 $ 1,401.00 $ 2,388.00 $ 5,062.00 Multimanager International Equity* $ 513.00 $ 1,566.00 $ 2,654.00 $ 5,543.00 Multimanager Large Cap Core Equity* $ 494.00 $ 1,509.00 $ 2,563.00 $ 5,379.00 Multimanager Large Cap Growth* $ 496.00 $ 1,515.00 $ 2,573.00 $ 5,398.00 Multimanager Large Cap Value* $ 494.00 $ 1,509.00 $ 2,563.00 $ 5,379.00 Multimanager Mid Cap Growth* $ 517.00 $ 1,575.00 $ 2,669.00 $ 5,570.00 Multimanager Mid Cap Value* $ 520.00 $ 1,585.00 $ 2,684.00 $ 5,596.00 Multimanager Technology* $ 530.00 $ 1,613.00 $ 2,730.00 $ 5,677.00 - ----------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 439.00 $ 1,350.00 $ 2,305.00 $ 4,908.00 EQ/AllianceBernstein Growth and Income++ $ 448.00 $ 1,375.00 $ 2,347.00 $ 4,985.00 EQ/AllianceBernstein Intermediate Government Securities $ 444.00 $ 1,363.00 $ 2,326.00 $ 4,947.00 EQ/AllianceBernstein International $ 473.00 $ 1,449.00 $ 2,465.00 $ 5,203.00 EQ/AllianceBernstein Large Cap Growth $ 484.00 $ 1,480.00 $ 2,517.00 $ 5,296.00 EQ/AllianceBernstein Quality Bond $ 444.00 $ 1,363.00 $ 2,326.00 $ 4,947.00 EQ/AllianceBernstein Small Cap Growth $ 469.00 $ 1,436.00 $ 2,445.00 $ 5,166.00 EQ/AllianceBernstein Value $ 453.00 $ 1,391.00 $ 2,373.00 $ 5,033.00 EQ/Ariel Appreciation II $ 511.00 $ 1,560.00 $ 2,644.00 $ 5,525.00 EQ/AXA Rosenberg Value Long/Short Equity $ 684.00 $ 2,050.00 $ 3,416.00 $ 6,834.00 EQ/BlackRock Basic Value Equity* $ 449.00 $ 1,379.00 $ 2,352.00 $ 4,995.00 EQ/BlackRock International Value* $ 486.00 $ 1,487.00 $ 2,527.00 $ 5,315.00 EQ/Boston Advisors Equity Income $ 472.00 $ 1,445.00 $ 2,460.00 $ 5,194.00 EQ/Calvert Socially Responsible $ 472.00 $ 1,445.00 $ 2,460.00 $ 5,194.00 EQ/Capital Guardian Growth $ 462.00 $ 1,417.00 $ 2,414.00 $ 5,109.00 EQ/Capital Guardian International+ $ 487.00 $ 1,490.00 $ 2,532.00 $ 5,324.00 EQ/Capital Guardian Research $ 459.00 $ 1,407.00 $ 2,398.00 $ 5,081.00 EQ/Capital Guardian U.S. Equity++ $ 459.00 $ 1,407.00 $ 2,398.00 $ 5,081.00 EQ/Caywood-Scholl High Yield Bond $ 459.00 $ 1,407.00 $ 2,398.00 $ 5,081.00 EQ/Davis New York Venture $ 547.00 $ 1,664.00 $ 2,810.00 $ 5,817.00 EQ/Equity 500 Index $ 416.00 $ 1,279.00 $ 2,190.00 $ 4,693.00 EQ/Evergreen International Bond $ 475.00 $ 1,455.00 $ 2,476.00 $ 5,222.00 - ----------------------------------------------------------------------------------------------------------- 16 Fee table - -------------------------------------------------------------------------------------------------------- If you surrender your contract at the end of the appli- cable time period - -------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: EQ/Evergreen Omega $ 1,268.00 $ 2,133.00 $ 3,040.00 $ 5,156.00 EQ/FI Mid Cap $ 1,264.00 $ 2,123.00 $ 3,024.00 $ 5,128.00 EQ/FI Mid Cap Value+ $ 1,268.00 $ 2,133.00 $ 3,040.00 $ 5,156.00 EQ/Franklin Income $ 1,313.00 $ 2,266.00 $ 3,254.00 $ 5,543.00 EQ/Franklin Small Cap Value $ 1,490.00 $ 2,769.00 $ 4,045.00 $ 6,879.00 EQ/Franklin Templeton Founding Strategy** $ 1,319.00 $ 2,282.00 $ 3,279.00 $ 5,588.00 EQ/GAMCO Mergers and Acquisitions $ 1,308.00 $ 2,250.00 $ 3,229.00 $ 5,498.00 EQ/GAMCO Small Company Value $ 1,274.00 $ 2,152.00 $ 3,071.00 $ 5,213.00 EQ/International Growth $ 1,305.00 $ 2,241.00 $ 3,214.00 $ 5,470.00 EQ/Janus Large Cap Growth++ $ 1,288.00 $ 2,193.00 $ 3,137.00 $ 5,333.00 EQ/JPMorgan Core Bond $ 1,238.00 $ 2,047.00 $ 2,900.00 $ 4,899.00 EQ/JPMorgan Value Opportunities $ 1,257.00 $ 2,101.00 $ 2,988.00 $ 5,062.00 EQ/Legg Mason Value Equity $ 1,269.00 $ 2,136.00 $ 3,045.00 $ 5,166.00 EQ/Long Term Bond $ 1,237.00 $ 2,043.00 $ 2,895.00 $ 4,889.00 EQ/Lord Abbett Growth and Income $ 1,273.00 $ 2,149.00 $ 3,065.00 $ 5,203.00 EQ/Lord Abbett Large Cap Core $ 1,289.00 $ 2,196.00 $ 3,142.00 $ 5,342.00 EQ/Lord Abbett Mid Cap Value $ 1,270.00 $ 2,139.00 $ 3,050.00 $ 5,175.00 EQ/Marsico Focus $ 1,281.00 $ 2,171.00 $ 3,101.00 $ 5,268.00 EQ/MFS Emerging Growth Companies+ $ 1,261.00 $ 2,114.00 $ 3,009.00 $ 5,100.00 EQ/MFS Investors Trust+ $ 1,257.00 $ 2,101.00 $ 2,988.00 $ 5,062.00 EQ/Money Market $ 1,225.00 $ 2,008.00 $ 2,837.00 $ 4,782.00 EQ/Montag & Caldwell Growth $ 1,273.00 $ 2,149.00 $ 3,065.00 $ 5,203.00 EQ/Mutual Shares $ 1,327.00 $ 2,304.00 $ 3,315.00 $ 5,650.00 EQ/Oppenheimer Global $ 1,420.00 $ 2,572.00 $ 3,739.00 $ 6,379.00 EQ/Oppenheimer Main Street Opportunity $ 1,439.00 $ 2,625.00 $ 3,821.00 $ 6,515.00 EQ/Oppenheimer Main Street Small Cap $ 1,434.00 $ 2,609.00 $ 3,797.00 $ 6,476.00 EQ/PIMCO Real Return $ 1,253.00 $ 2,091.00 $ 2,973.00 $ 5,033.00 EQ/Short Duration Bond $ 1,236.00 $ 2,040.00 $ 2,890.00 $ 4,879.00 EQ/Small Cap Value+ $ 1,270.00 $ 2,139.00 $ 3,050.00 $ 5,175.00 EQ/Small Company Growth+ $ 1,301.00 $ 2,231.00 $ 3,198.00 $ 5,443.00 EQ/Small Company Index $ 1,220.00 $ 1,992.00 $ 2,811.00 $ 4,733.00 EQ/TCW Equity++ $ 1,278.00 $ 2,165.00 $ 3,091.00 $ 5,250.00 EQ/Templeton Growth $ 1,347.00 $ 2,364.00 $ 3,410.00 $ 5,817.00 EQ/UBS Growth and Income $ 1,274.00 $ 2,152.00 $ 3,071.00 $ 5,213.00 EQ/Van Kampen Comstock $ 1,265.00 $ 2,126.00 $ 3,029.00 $ 5,137.00 EQ/Van Kampen Emerging Markets Equity $ 1,340.00 $ 2,342.00 $ 3,375.00 $ 5,756.00 EQ/Van Kampen Mid Cap Growth $ 1,275.00 $ 2,155.00 $ 3,076.00 $ 5,222.00 EQ/Wells Fargo Montgomery Small Cap++ $ 1,311.00 $ 2,260.00 $ 3,244.00 $ 5,525.00 - -------------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - -------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 1,295.00 $ 2,212.00 $ 3,168.00 $ 5,388.00 - -------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period and select a non-life contin- gent period certain annuity option with less than five years - --------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: EQ/Evergreen Omega N/A $ 2,133.00 $ 3,040.00 $ 5,156.00 EQ/FI Mid Cap N/A $ 2,123.00 $ 3,024.00 $ 5,128.00 EQ/FI Mid Cap Value+ N/A $ 2,133.00 $ 3,040.00 $ 5,156.00 EQ/Franklin Income N/A $ 2,266.00 $ 3,254.00 $ 5,543.00 EQ/Franklin Small Cap Value N/A $ 2,769.00 $ 4,045.00 $ 6,879.00 EQ/Franklin Templeton Founding Strategy** N/A $ 2,282.00 $ 3,279.00 $ 5,588.00 EQ/GAMCO Mergers and Acquisitions N/A $ 2,250.00 $ 3,229.00 $ 5,498.00 EQ/GAMCO Small Company Value N/A $ 2,152.00 $ 3,071.00 $ 5,213.00 EQ/International Growth N/A $ 2,241.00 $ 3,214.00 $ 5,470.00 EQ/Janus Large Cap Growth++ N/A $ 2,193.00 $ 3,137.00 $ 5,333.00 EQ/JPMorgan Core Bond N/A $ 2,047.00 $ 2,900.00 $ 4,899.00 EQ/JPMorgan Value Opportunities N/A $ 2,101.00 $ 2,988.00 $ 5,062.00 EQ/Legg Mason Value Equity N/A $ 2,136.00 $ 3,045.00 $ 5,166.00 EQ/Long Term Bond N/A $ 2,043.00 $ 2,895.00 $ 4,889.00 EQ/Lord Abbett Growth and Income N/A $ 2,149.00 $ 3,065.00 $ 5,203.00 EQ/Lord Abbett Large Cap Core N/A $ 2,196.00 $ 3,142.00 $ 5,342.00 EQ/Lord Abbett Mid Cap Value N/A $ 2,139.00 $ 3,050.00 $ 5,175.00 EQ/Marsico Focus N/A $ 2,171.00 $ 3,101.00 $ 5,268.00 EQ/MFS Emerging Growth Companies+ N/A $ 2,114.00 $ 3,009.00 $ 5,100.00 EQ/MFS Investors Trust+ N/A $ 2,101.00 $ 2,988.00 $ 5,062.00 EQ/Money Market N/A $ 2,008.00 $ 2,837.00 $ 4,782.00 EQ/Montag & Caldwell Growth N/A $ 2,149.00 $ 3,065.00 $ 5,203.00 EQ/Mutual Shares N/A $ 2,304.00 $ 3,315.00 $ 5,650.00 EQ/Oppenheimer Global N/A $ 2,572.00 $ 3,739.00 $ 6,379.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,625.00 $ 3,821.00 $ 6,515.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,609.00 $ 3,797.00 $ 6,476.00 EQ/PIMCO Real Return N/A $ 2,091.00 $ 2,973.00 $ 5,033.00 EQ/Short Duration Bond N/A $ 2,040.00 $ 2,890.00 $ 4,879.00 EQ/Small Cap Value+ N/A $ 2,139.00 $ 3,050.00 $ 5,175.00 EQ/Small Company Growth+ N/A $ 2,231.00 $ 3,198.00 $ 5,443.00 EQ/Small Company Index N/A $ 1,992.00 $ 2,811.00 $ 4,733.00 EQ/TCW Equity++ N/A $ 2,165.00 $ 3,091.00 $ 5,250.00 EQ/Templeton Growth N/A $ 2,364.00 $ 3,410.00 $ 5,817.00 EQ/UBS Growth and Income N/A $ 2,152.00 $ 3,071.00 $ 5,213.00 EQ/Van Kampen Comstock N/A $ 2,126.00 $ 3,029.00 $ 5,137.00 EQ/Van Kampen Emerging Markets Equity N/A $ 2,342.00 $ 3,375.00 $ 5,756.00 EQ/Van Kampen Mid Cap Growth N/A $ 2,155.00 $ 3,076.00 $ 5,222.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 2,260.00 $ 3,244.00 $ 5,525.00 - --------------------------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - --------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ N/A $ 2,212.00 $ 3,168.00 $ 5,388.00 - --------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------ If you do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: EQ/Evergreen Omega $ 468.00 $ 1,433.00 $ 2,440.00 $ 5,156.00 EQ/FI Mid Cap $ 464.00 $ 1,423.00 $ 2,424.00 $ 5,128.00 EQ/FI Mid Cap Value+ $ 468.00 $ 1,433.00 $ 2,440.00 $ 5,156.00 EQ/Franklin Income $ 513.00 $ 1,566.00 $ 2,654.00 $ 5,543.00 EQ/Franklin Small Cap Value $ 690.00 $ 2,069.00 $ 3,445.00 $ 6,879.00 EQ/Franklin Templeton Founding Strategy** $ 519.00 $ 1,582.00 $ 2,679.00 $ 5,588.00 EQ/GAMCO Mergers and Acquisitions $ 508.00 $ 1,550.00 $ 2,629.00 $ 5,498.00 EQ/GAMCO Small Company Value $ 474.00 $ 1,452.00 $ 2,471.00 $ 5,213.00 EQ/International Growth $ 505.00 $ 1,541.00 $ 2,614.00 $ 5,470.00 EQ/Janus Large Cap Growth++ $ 488.00 $ 1,493.00 $ 2,537.00 $ 5,333.00 EQ/JPMorgan Core Bond $ 438.00 $ 1,347.00 $ 2,300.00 $ 4,899.00 EQ/JPMorgan Value Opportunities $ 457.00 $ 1,401.00 $ 2,388.00 $ 5,062.00 EQ/Legg Mason Value Equity $ 469.00 $ 1,436.00 $ 2,445.00 $ 5,166.00 EQ/Long Term Bond $ 437.00 $ 1,343.00 $ 2,295.00 $ 4,889.00 EQ/Lord Abbett Growth and Income $ 473.00 $ 1,449.00 $ 2,465.00 $ 5,203.00 EQ/Lord Abbett Large Cap Core $ 489.00 $ 1,496.00 $ 2,542.00 $ 5,342.00 EQ/Lord Abbett Mid Cap Value $ 470.00 $ 1,439.00 $ 2,450.00 $ 5,175.00 EQ/Marsico Focus $ 481.00 $ 1,471.00 $ 2,501.00 $ 5,268.00 EQ/MFS Emerging Growth Companies+ $ 461.00 $ 1,414.00 $ 2,409.00 $ 5,100.00 EQ/MFS Investors Trust+ $ 457.00 $ 1,401.00 $ 2,388.00 $ 5,062.00 EQ/Money Market $ 425.00 $ 1,308.00 $ 2,237.00 $ 4,782.00 EQ/Montag & Caldwell Growth $ 473.00 $ 1,449.00 $ 2,465.00 $ 5,203.00 EQ/Mutual Shares $ 527.00 $ 1,604.00 $ 2,715.00 $ 5,650.00 EQ/Oppenheimer Global $ 620.00 $ 1,872.00 $ 3,139.00 $ 6,379.00 EQ/Oppenheimer Main Street Opportunity $ 639.00 $ 1,925.00 $ 3,221.00 $ 6,515.00 EQ/Oppenheimer Main Street Small Cap $ 634.00 $ 1,909.00 $ 3,197.00 $ 6,476.00 EQ/PIMCO Real Return $ 453.00 $ 1,391.00 $ 2,373.00 $ 5,033.00 EQ/Short Duration Bond $ 436.00 $ 1,340.00 $ 2,290.00 $ 4,879.00 EQ/Small Cap Value+ $ 470.00 $ 1,439.00 $ 2,450.00 $ 5,175.00 EQ/Small Company Growth+ $ 501.00 $ 1,531.00 $ 2,598.00 $ 5,443.00 EQ/Small Company Index $ 420.00 $ 1,292.00 $ 2,211.00 $ 4,733.00 EQ/TCW Equity++ $ 478.00 $ 1,465.00 $ 2,491.00 $ 5,250.00 EQ/Templeton Growth $ 547.00 $ 1,664.00 $ 2,810.00 $ 5,817.00 EQ/UBS Growth and Income $ 474.00 $ 1,452.00 $ 2,471.00 $ 5,213.00 EQ/Van Kampen Comstock $ 465.00 $ 1,426.00 $ 2,429.00 $ 5,137.00 EQ/Van Kampen Emerging Markets Equity $ 540.00 $ 1,642.00 $ 2,775.00 $ 5,756.00 EQ/Van Kampen Mid Cap Growth $ 475.00 $ 1,455.00 $ 2,476.00 $ 5,222.00 EQ/Wells Fargo Montgomery Small Cap++ $ 511.00 $ 1,560.00 $ 2,644.00 $ 5,525.00 - ------------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ $ 495.00 $ 1,512.00 $ 2,568.00 $ 5,388.00 - ------------------------------------------------------------------------------------------------------ Fee table 17 * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. 18 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $10,000 for you to purchase a contract. You may make additional contributions of at least $500 each for NQ, QP and Rollover TSA contracts and $50 each for IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. Additional contributions may not be permitted in your state. Please see Appendix VII later in this Prospectus to see if additional contributions are permitted in your state. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The "annuitant" is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- NQ 0 through 80 o $10,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our auto- matic investment program (additional) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - -------------------------------------------------------------------------------- NQ o After-tax money. o No additional contributions after attainment of age 81 o Paid to us by check or or, if later, the first contract transfer of contract value date anniversary.* in a tax-deferred exchange under Section 1035 of the Internal Revenue Code. - -------------------------------------------------------------------------------- 20 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Rollover IRA 20 through 80 o $10,000 (initial) o $50 (additional) - -------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - -------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distribu- o No contributions after tions from TSA contracts attainment of age 81 or, if or other 403(b) arrange- later, the first contract ments, qualified plans, and date anniversary.* governmental employer 457(b) plans. o Contributions after age 70-1/2 must be net of o Rollovers from another required minimum traditional individual distributions. retirement arrangement. o Although we accept regular o Direct custodian-to- IRA contributions (limited to custodian transfers from $4,000 for 2007 and another traditional indi- $5,000 for 2008) under vidual retirement Rollover IRA contracts, we arrangement. intend that this contract be used primarily for rollover o Regular IRA contributions. and direct transfer contributions. o Additional "catch-up" contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - -------------------------------------------------------------------------------- Contract features and benefits 21 - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- Roth Conversion IRA 20 through 80 o $10,000 (initial) o $50 (additional) - -------------------------------------------------------------------------------- Rollover TSA 20 through 80 o $10,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - -------------------------------------------------------------------------------- Roth Conversion IRA o Rollovers from another o No additional rollover or Roth IRA. direct transfer contribu- tions after attainment of o Rollovers from a "desig- age 81 or, if later, the nated Roth contribution first contract date account" under a 401(k) anniversary.* plan or 403(b) arrange- ment. o Conversion rollovers after age 70-1/2 must be o Conversion rollovers from net of required minimum a traditional IRA. distributions for the traditional IRA you are o Direct transfers from rolling over. another Roth IRA. o You cannot roll over o Regular Roth IRA contribu- funds from a traditional tions. IRA if your adjusted gross income is $100,000 o Additional catch-up contri- or more. butions. o Although we accept regular Roth IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - ------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax o Additional rollover or funds from another direct transfer contract or arrangement contributions may be made up to attainment of age 81 or, if later, under Section 403(b) of the first contract date the Internal Revenue anniversary.* Code, complying with IRS Revenue Ruling 90-24. o Rollover or direct transfer contributions o Eligible rollover distribu- after age 70-1/2 tions of pre-tax funds from must be net of any other 403(b) plans. Subse- required minimum quent contributions may distributions. also be rollovers from qualified plans, govern- o We do not accept mental employer 457(b) employer-remitted plans and traditional IRAs. contributions. - -------------------------------------------------------------------------------- 22 Contract features and benefits - -------------------------------------------------------------------------------- Available for owner and annuitant Minimum Contract type issue ages contributions - -------------------------------------------------------------------------------- QP 20 through 70 o $10,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Limitations on Contract type Source of contributions contributions+ - -------------------------------------------------------------------------------- QP o Only transfer contributions o A separate QP contract must from other investments be established for each plan within an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contribu- o The plan must be qualified tions or contributions under Section 401(a) of directly from the employer. the Internal Revenue Code. o Only one additional transfer contribution may be made o For 401(k) plans, trans- during a contract year. ferred contributions may not include any after-tax o No additional transfer con- contributions, including tributions after designated Roth contribu- participant's attainment of tions. age 71 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - -------------------------------------------------------------------------------- + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in the Prospectus to see if additional contributions are permit ted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VII later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. Contract features and benefits 23 OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. A joint owner may also be named. Only natural persons can be joint owners. This means that an entity such as a corporation cannot be a joint owner. In general we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. This contract is not available for purchase by Charitable Remainder Trusts. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis and the contract is owned by a non-natural owner. Under QP contracts, all benefits are based on the age of the annuitant. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose. Additional contributions may also be made under our automatic investment program. These methods of payment, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealer, are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option and the fixed maturity options. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. 24 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Plus(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - --------------------------------------------------------------------------------------- AXA Premier VIP Trust Portfolio Name(*) Objective - --------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. - --------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. - --------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a ALLOCATION greater emphasis on current income. - --------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. - --------------------------------------------------------------------------------------- AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, ALLOCATION with a greater emphasis on capital appreciation. - --------------------------------------------------------------------------------------- MULTIMANAGER AGGRESSIVE Long-term growth of capital. EQUITY(1) - --------------------------------------------------------------------------------------- MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital appreciation, consistent with a prudent level of risk. - --------------------------------------------------------------------------------------- MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. - --------------------------------------------------------------------------------------- MULTIMANAGER HIGH YIELD(4) High total return through a combination of current income and capital appreciation. - --------------------------------------------------------------------------------------- MULTIMANAGER INTERNATIONAL Long-term growth of capital. EQUITY(5) - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - --------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION o AXA Equitable - --------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION o AXA Equitable - --------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS o AXA Equitable ALLOCATION - --------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION o AXA Equitable - --------------------------------------------------------------------------------------- AXA MODERATE-PLUS o AXA Equitable ALLOCATION - --------------------------------------------------------------------------------------- MULTIMANAGER AGGRESSIVE o AllianceBernstein L.P. EQUITY(1) - --------------------------------------------------------------------------------------- o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - --------------------------------------------------------------------------------------- MULTIMANAGER CORE BOND(2) o BlackRock Financial Management, Inc. o Pacific Investment Management Company LLC - --------------------------------------------------------------------------------------- MULTIMANAGER HEALTH CARE(3) o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - --------------------------------------------------------------------------------------- MULTIMANAGER HIGH YIELD(4) o Pacific Investment Management Company LLC o Post Advisory Group, LLC - --------------------------------------------------------------------------------------- MULTIMANAGER INTERNATIONAL o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - --------------------------------------------------------------------------------------- Contract features and benefits 25 - --------------------------------------------------------------------------------------- AXA Premier VIP Trust Portfolio Name(*) Objective - --------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. CORE EQUITY(6) - --------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. GROWTH(7) - --------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. VALUE(8) - --------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. GROWTH(9) - --------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. VALUE(10) - --------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. - --------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. MON STOCK - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. AND INCOME++ - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with MEDIATE GOVERNMENT relative stability of principal. SECURITIES - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. NATIONAL - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. CAP GROWTH - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with BOND moderate risk to capital. - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. CAP GROWTH - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. - --------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. - --------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and bear LONG/SHORT EQUITY markets using strategies that are designed to limit expo- sure to general equity market risk. - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - --------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - --------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - --------------------------------------------------------------------------------------- MULTIMANAGER MID CAP o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - --------------------------------------------------------------------------------------- MULTIMANAGER MID CAP o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - --------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - --------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COM- o AllianceBernstein L.P. MON STOCK - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH o AllianceBernstein L.P. AND INCOME++ - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- o AllianceBernstein L.P. MEDIATE GOVERNMENT SECURITIES - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- o AllianceBernstein L.P. NATIONAL - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE o AllianceBernstein L.P. CAP GROWTH - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY o AllianceBernstein L.P. BOND - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL o AllianceBernstein L.P. CAP GROWTH - --------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE o AllianceBernstein L.P. - --------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II o Ariel Capital Management, LLC - --------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY - --------------------------------------------------------------------------------------- 26 Contract features and benefits - --------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - --------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. EQUITY(12) - --------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of VALUE(13) income, accompanied by growth of capital. - --------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an INCOME above-average and consistent total return. - --------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. RESPONSIBLE - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. INTERNATIONAL+ - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. RESEARCH - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. EQUITY++ - --------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. YIELD BOND - --------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. - --------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - --------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. BOND - --------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA Seeks long-term capital growth. - --------------------------------------------------------------------------------------- EQ/FI MID CAP Seeks long-term growth of capital. - --------------------------------------------------------------------------------------- EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. - --------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects for capital appreciation. - --------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. - --------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks FOUNDING STRATEGY(**) income. - --------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. ACQUISITIONS - --------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. VALUE - --------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. - --------------------------------------------------------------------------------------- EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - --------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE o BlackRock Investment Management, LLC EQUITY(12) - --------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL o BlackRock Investment Management International VALUE(13) Limited - --------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY o Boston Advisors, LLC INCOME - --------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH o Capital Guardian Trust Company - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN o Capital Guardian Trust Company INTERNATIONAL+ - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN o Capital Guardian Trust Company RESEARCH - --------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN U.S. o Capital Guardian Trust Company EQUITY++ - --------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH o Caywood-Scholl Capital Management YIELD BOND - --------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE o Davis Selected Advisers, L.P. - --------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX o AllianceBernstein L.P. - --------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - --------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA o Evergreen Investment Management Company, LLC - --------------------------------------------------------------------------------------- EQ/FI MID CAP o Fidelity Management & Research Company - --------------------------------------------------------------------------------------- EQ/FI MID CAP VALUE+ o Fidelity Management & Research Company - --------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME o Franklin Advisers, Inc. - --------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE o Franklin Advisory Services, LLC - --------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON o AXA Equitable FOUNDING STRATEGY(**) - --------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND o GAMCO Asset Management Inc. ACQUISITIONS - --------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY o GAMCO Asset Management Inc. VALUE - --------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH o MFS Investment Management. - --------------------------------------------------------------------------------------- EQ/JANUS LARGE CAP GROWTH++ o Janus Capital Management LLC - --------------------------------------------------------------------------------------- Contract features and benefits 27 - --------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - --------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- erate risk to capital and maintenance of liquidity. - --------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE Long-term capital appreciation. OPPORTUNITIES - --------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. - --------------------------------------------------------------------------------------- EQ/LONG TERM BOND Seeks to maximize income and capital appreciation through investment in long-maturity debt obligations. - --------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without INCOME excessive fluctuation in market value. - --------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- CORE able risk. - --------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE Capital appreciation. - --------------------------------------------------------------------------------------- EQ/MARSICO FOCUS Seeks long-term growth of capital. - --------------------------------------------------------------------------------------- EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. COMPANIES+ - --------------------------------------------------------------------------------------- EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - --------------------------------------------------------------------------------------- EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve its assets and maintain liquidity. - --------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. GROWTH - --------------------------------------------------------------------------------------- EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be short-term, and secondarily, income. - --------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. - --------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. OPPORTUNITY - --------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. SMALL CAP - --------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation of real capital and prudent investment management. - --------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. - --------------------------------------------------------------------------------------- EQ/SMALL CAP VALUE+ Seeks capital appreciation. - --------------------------------------------------------------------------------------- EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. - --------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the deduction of portfolio expenses) the total return of the Russell 2000 Index. - --------------------------------------------------------------------------------------- EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - --------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND o JPMorgan Investment Management Inc. - --------------------------------------------------------------------------------------- EQ/JPMORGAN VALUE o JPMorgan Investment Management Inc. OPPORTUNITIES - --------------------------------------------------------------------------------------- EQ/LEGG MASON VALUE EQUITY o Legg Mason Capital Management, Inc. - --------------------------------------------------------------------------------------- EQ/LONG TERM BOND o BlackRock Financial Management, Inc. - --------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND o Lord, Abbett & Co. LLC INCOME - --------------------------------------------------------------------------------------- EQ/LORD ABBETT LARGE CAP o Lord, Abbett & Co. LLC CORE - --------------------------------------------------------------------------------------- EQ/LORD ABBETT MID CAP VALUE o Lord, Abbett & Co. LLC - --------------------------------------------------------------------------------------- EQ/MARSICO FOCUS o Marsico Capital Management, LLC - --------------------------------------------------------------------------------------- EQ/MFS EMERGING GROWTH o MFS Investment Management COMPANIES+ - --------------------------------------------------------------------------------------- EQ/MFS INVESTORS TRUST+ o MFS Investment Management - --------------------------------------------------------------------------------------- EQ/MONEY MARKET o The Dreyfus Corporation - --------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL o Montag & Caldwell, Inc. GROWTH - --------------------------------------------------------------------------------------- EQ/MUTUAL SHARES o Franklin Mutual Advisers, LLC - --------------------------------------------------------------------------------------- EQ/OPPENHEIMER GLOBAL o OppenheimerFunds, Inc. - --------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET o OppenheimerFunds, Inc. OPPORTUNITY - --------------------------------------------------------------------------------------- EQ/OPPENHEIMER MAIN STREET o OppenheimerFunds, Inc. SMALL CAP - --------------------------------------------------------------------------------------- EQ/PIMCO REAL RETURN o Pacific Investment Management Company, LLC - --------------------------------------------------------------------------------------- EQ/SHORT DURATION BOND o BlackRock Financial Management, Inc. - --------------------------------------------------------------------------------------- EQ/SMALL CAP VALUE+ o Lazard Asset Management LLC o Franklin Advisory Services, LLC - --------------------------------------------------------------------------------------- EQ/SMALL COMPANY GROWTH+ o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - --------------------------------------------------------------------------------------- EQ/SMALL COMPANY INDEX o AllianceBernstein L.P. - --------------------------------------------------------------------------------------- EQ/TCW EQUITY++ o TCW Investment Management Company - --------------------------------------------------------------------------------------- 28 Contract features and benefits - --------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - --------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH Seeks long-term capital growth. - --------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital appreciation with income as a secondary consideration. - --------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK Capital growth and income. - --------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. MARKETS EQUITY - --------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP Capital growth. GROWTH - --------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. SMALL CAP++ - --------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. Portfolio Name Objective - --------------------------------------------------------------------------------------- U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and long- term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts. - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) applicable) - --------------------------------------------------------------------------------------- EQ/TEMPLETON GROWTH o Templeton Global Advisors Limited - --------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME o UBS Global Asset Management (Americas) Inc. - --------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK o Morgan Stanley Investment Management Inc. - --------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING o Morgan Stanley Investment MARKETS EQUITY Management Inc. - --------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP o Morgan Stanley Investment GROWTH Management Inc. - --------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY o Wells Capital Management Inc. SMALL CAP++ - --------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. Portfolio Name Investment Manager - --------------------------------------------------------------------------------------- U.S. REAL ESTATE -- CLASS II++ o Van Kampen (is the name under which Mor- gan Stanley Investment Management Inc. does business in certain situations) - --------------------------------------------------------------------------------------- (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - -------------------------------------------------------------------------------- FN Portfolio Name until May 29, 2007 - -------------------------------------------------------------------------------- (1) AXA Premier VIP Aggressive Equity - -------------------------------------------------------------------------------- (2) AXA Premier VIP Core Bond - -------------------------------------------------------------------------------- (3) AXA Premier VIP Health Care - -------------------------------------------------------------------------------- (4) AXA Premier VIP High Yield - -------------------------------------------------------------------------------- (5) AXA Premier VIP International Equity - -------------------------------------------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - -------------------------------------------------------------------------------- (7) AXA Premier VIP Large Cap Growth - -------------------------------------------------------------------------------- (8) AXA Premier VIP Large Cap Value - -------------------------------------------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - -------------------------------------------------------------------------------- (10) AXA Premier VIP Mid Cap Value - -------------------------------------------------------------------------------- (11) AXA Premier VIP Technology - -------------------------------------------------------------------------------- (12) EQ/Mercury Basic Value Equity - -------------------------------------------------------------------------------- (13) EQ/Mercury International Value - -------------------------------------------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objective, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Portfolios contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. Contract features and benefits 29 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges, any withdrawal charges and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers, even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options generally range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Plus(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value (there may be a withdrawal charge). If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available, we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract, or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable 30 Contract features and benefits market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options (adjusted to reflect a similar maturity date), and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, guaranteed interest option (subject to restrictions in certain states - see Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If an owner or an annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit's value is low and fewer units if the unit's value is high. Therefore, you may get a lower average cost per unit over the long term. This plan of investing, however, does not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option, you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. Contract features and benefits 31 In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. The fixed-dollar option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date, your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program you may participate in any of the dollar cost averaging programs except general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states. See Appendix VII later in this Prospectus for more information on state availability. CREDITS A credit will also be allocated to your account value at the same time that we allocate your contribution. Credits are allocated to the same investment options based on the same percentages used to allocate your contributions. The credit amounts attributable to your contributions are not included for purposes of calculating any of the guaranteed benefits. The amount of the credit will be 4%, 4.5% or 5% of each contribution based on the following breakpoints and rules: - -------------------------------------------------------------------------------- Credit percentage First year total contributions applied to Breakpoints contributions - -------------------------------------------------------------------------------- Less than $500,000 4% - -------------------------------------------------------------------------------- $500,000-$999,999.99 4.5% - -------------------------------------------------------------------------------- $1 million or more 5% - -------------------------------------------------------------------------------- The percentage of the credit is based on your total first year contributions. If you purchase a Principal guarantee benefit, you may not make additional contributions after the first six months. This credit percentage will be credited to your initial contribution and each additional contribution made in the first contract year (after adjustment as described below), as well as those in the second and later contract years. The credit will apply to additional contributions only to the extent that the sum of that contribution and prior contributions to which no credit was applied exceeds the total withdrawals made from the contract since the issue date. Although the credit, as adjusted at the end of the first contract year, will be based upon first year total contributions, the following rules affect the percentage with which contributions made in the first contract year are credited during the first contract year: o Indication of intent: If you indicate in the application at the time you purchase your contract an intention to make additional contributions to meet one of the breakpoints (the "Expected First Year Contribution Amount") and your initial contribution is at least 50% of the Expected First Year Contribution Amount, your credit percentage will be as follows: o For any contributions resulting in total contributions to date less than or equal to your Expected First Year Contribution Amount, the credit percentage will be the percentage that applies to the Expected First Year Contribution Amount based on the table above. o For any subsequent contribution that results in your total contri butions to date exceeding your Expected First Year Contribution Amount, such that the credit percentage should have been higher, we will increase the credit percentage applied to that contribution, as well as any prior or subsequent contributions made in the first contract year, accordingly. o If at the end of the first contract year your total contributions were lower than your Expected First Year Contribution Amount such that the credit applied should have been lower, we will recover any Excess Credit. The Excess Credit is equal to the difference between the credit that was actually applied based on your Expected First Year Contribution Amount (as applicable) and the credit that should have been applied based on first year total contributions. 32 Contract features and benefits o The "Indication of intent" approach to first year contributions is o not available in all states. Please see Appendix VII later in this Prospectus for information on state availability. o No indication of intent: o For your initial contribution (if available in your state) we will apply the credit percentage based upon the above table. o For any subsequent contribution that results in a higher appli cable credit percentage (based on total contributions to date), we will increase the credit percentage applied to that contribution, as well as any prior or subsequent contributions made in the first contract year, accordingly. In addition to the recovery of any Excess Credit, we will recover all of the credit or a portion of the credit in the following situations: o If you exercise your right to cancel the contract, we will recover the entire credit made to your contract (see "Your right to cancel within a certain number of days" later in this Prospectus)(1) o If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Please see Appendix VII later in this Prospectus for information on state variations. o If the owner (or older joint owner, if applicable) dies during the one-year period following our receipt of a contribution to which a credit was applied, we will recover the amount of such Credit. For Joint life GWBL contracts, we will only recover the credit if the second owner dies within the one-year period following a contribution. We will recover any credit on a pro rata basis from the value in your variable investment options and guaranteed interest option. If there is insufficient value or no value in the variable investment options and guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in order of the earliest maturing date(s). A market value adjustment may apply to withdrawals from the fixed maturity options. We do not consider credits to be contributions for purposes of any discussion in this Prospectus. Credits are also not considered to be part of your investment in the contract for tax purposes. We use a portion of the mortality and expense risks charge and withdrawal charge to help recover our cost of providing the credit. See "Charges and expenses" later in this Prospectus. The charge associated with the credit may, over time, exceed the sum of the credit and any related earnings. You should consider this possibility before purchasing the contract. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. - ---------------------- (1) The amount we return to you upon exercise of this right to cancel will not include any credit or the amount of charges deducted prior to cancellation but will reflect, except in states where we are required to return the amount of your contributions, any investment gain or loss in the variable investment options associated with your contributions and with the full amount of the credit. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits, as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of this deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond) the effective annual rate may be 4% in some states. Please see Appendix VII later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birth- Contract features and benefits 33 day. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract and any additional contributions, or o your highest account value on any contract date anniversary up to the contract date anniversary following the annuitant's 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make (including any applicable withdrawal charges). The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. The amount of any withdrawal charge is described under "Withdrawal charge" in "Charges and expenses" later in the Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. For the Guaranteed minimum income benefit, the benefit base is reduced by any applicable withdrawal charge remaining when the option is exercised. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. See Appendix VII later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value on any contract date anniversary until age 75. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset until the next contract date anniversary. If after your death your spouse continues this contract, the benefit base will be eligible to be reset on each contract date anniversary, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of the reset: you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA, TSA or QP contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA, TSA or QP contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" and Appendix II - -- "Purchase considerations for QP Contracts," later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed under "Guaranteed minimum income benefit option" below and annuity payout options are discussed under "Your annuity payout options" in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's 34 Contract features and benefits (and any joint owner's) age and sex in certain instances. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. This feature is not available if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. If the owner was older than age 60 at the time an IRA, QP or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age as follows: - -------------------------------------------------------------------------------- Level payments - -------------------------------------------------------------------------------- Period certain years Owner's age at ------------------------------------------------------------ exercise IRAs NQ - -------------------------------------------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - -------------------------------------------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit, should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base less, any applicable withdrawal charge remaining, to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general if your account value falls to zero (except as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. Contract features and benefits 35 The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account under Rollover TSA contracts. - -------------------------------------------------------------------------------- Guaranteed minimum Contract date income benefit -- annual anniversary at exercise income payable for life - -------------------------------------------------------------------------------- 10 $10,065 15 $15,266 - -------------------------------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us along with all required information within 30 days following your contract date anniversary in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payment contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death, or if later, the end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age, as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) Plus(SM) QP contracts, the Plan participant can exercise the Guaranteed minimum income benefit only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Plus(SM) QP contract into an Accumulator(R) Plus(SM) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise, However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) for Accumulator(R) Plus(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Plus(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (v) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (vi) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which 36 Contract features and benefits the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. (vii) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the basis of the older owner's age; and (viii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions adjusted for any withdrawals (and associated withdrawal charges). The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 to 80 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits (not including the GWBL Enhanced death benefit), the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, or your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals (and associated withdrawal charges) whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) dies during the one-year period following our receipt of a contribution, the account value used to calculate the applicable guaranteed minimum death benefit will not reflect any Credits applied in the one-year period prior to death. For Joint life GWBL contracts, we will only recover the credit if the second owner dies within the one-year period following a contribution. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 20 THROUGH 70 AT ISSUE OF QP CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability (please see Appendix VII later in this Prospectus for state availability of these benefits), you may elect one of the following enhanced death benefits: o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. See Appendix IV later in this Prospectus for an example of how we calculate an enhanced minimum death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (please see Appendix VII later in this Prospectus for state availability of these benefits), if you are purchasing a contract, under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit Contract features and benefits 37 provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit, you may not voluntarily terminate the feature. If you elect the Guaranteed withdrawal benefit for life, the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals (credit amounts are not included in "net contributions"); and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. For purposes of calculating your Earnings enhancement benefit, if any contributions are made in the one-year period prior to death of the owner (or older joint owner, if applicable), the account value will not include any Credits applied in the one-year period prior to death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions. The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and the benefit after the withdrawal would be $24,000 ($40,000-$16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be calculated based on the annuitant's age. For an example of how the Earnings enhancement death benefit is calculated, please see Appendix VI. For contracts continued under Spousal continuation upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement death benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued; neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option and the permitted variable investment options. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). 38 Contract features and benefits For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. Joint life QP and TSA contracts are not permitted. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply; or o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs, TSA and QP contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawal in contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or on the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - -------------------------------------------------------------------------------- Age Applicable percentage - -------------------------------------------------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - -------------------------------------------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual withdrawal amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. Contract features and benefits 39 If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your GWBL benefit base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your GWBL benefit base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-80, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VII later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). 40 Contract features and benefits The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if your GWBL benefit base is ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit " in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death (adjusted for any subsequent withdrawals, withdrawal charges and associated withdrawal charges), whichever provides a higher amount. For more information, see "Withdrawal charge" in "Charges and expenses" later in the Prospectus. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) Plus(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) Plus(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) Plus(SM )contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered as annuity payments for tax purposes, and may be subject to an additional 10% Federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. Contract features and benefits 41 o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA, QP and TSA contracts, if you have to take a required minimum distribution ('`RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. The guaranteed amount does not include any credits allocated to your contract. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. The guaranteed amount does not include any credits allocated to your contract. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 80th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals option. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VII to find out what applies in your state. 42 Contract features and benefits Generally, your refund will equal your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification to cancel the contract and will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, and (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract. Some states require that we refund the full amount of your contribution (not reflecting (i), (ii) or (iii) above). For any IRA contracts returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. Please note that you will forfeit the credit by exercising this right of cancellation. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office or your financial professional can provide you with the cancellation instructions. Contract features and benefits 43 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total value of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; and (iv) the loan reserve account (applies for Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value less: (i) the total amount or a pro rata portion of the annual administrative charge as well as any optional benefit charges; (ii) any applicable withdrawal charge; and (iii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense risks; (ii) administrative, and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions plus the credit; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); (iii) increased to reflect transfer into, or decreased to reflect transfer out of a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to 44 Determining your contract's value a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. Determining your contract's value 45 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the variable investment options, subject to the following: o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the account value being allocated to the guaranteed interest option, based on the account value as of the previous business day. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or, (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or, (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. 46 Transferring your money among investment options We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not Transferring your money among investment options 47 be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. 48 Transferring your money among investment options 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal --------------------------------------------------------------- Lifetime Pre-age 59-1/2 required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Con- version IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes - -------------------------------------------------------------------------------- QP** Yes No No Yes - -------------------------------------------------------------------------------- /R> * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** All payments are made to the trust as the owner of the contract. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with the Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions). The minimum amount you may withdraw is $300. Partial withdrawals will be subject to a withdrawal charge if they exceed the 10% free withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses" later in this Prospectus). Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. SYSTEMATIC WITHDRAWALS (All contracts except QP) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). Accessing your money 49 You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not subject to a withdrawal charge, except to the extent that, when added to a partial withdrawal previously taken in the same contract year, the systematic withdrawal exceeds the 10% free withdrawal amount. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (All contracts except QP contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. Substantially equal withdrawals that we calculate for you are not subject to a withdrawal charge. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA and Rollover TSA and QP contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- We do not impose a withdrawal charge on minimum distribution withdrawals if you are enrolled in our automatic RMD service except if, when added to a partial withdrawal previously taken in the same contract year, the minimum distribution withdrawal exceeds the 10% free withdrawal amount. Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. 50 Accessing your money FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawal may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received within the first 90 days). Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000-$16,000). For purposes of calculating the adjustment to your guaranteed benefits, the amount of the withdrawal will include the amount of any applicable withdrawal charge. Using the example above, the $12,000 withdrawal would include the withdrawal amount paid to you and the amount of any applicable withdrawal charge deducted from your account value. For more information on the calculation of the charge, see "Withdrawal charge" later in the Prospectus. With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals (including any applicable withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during the contract year do not affect the amount of the withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your benefit base and GWBL Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Our Guaranteed withdrawal benefit for life ("GWBL") " in "Contract features and benefits" earlier in this Prospectus. Accessing your money 51 Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit amount, the amount of the Excess withdrawal will include the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information on calculation of the charge, see "Withdrawal charge" later in the Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subjected to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus, for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of the loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amounts). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the "loan reserve account". Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. Loan repayments are not considered contributions and therefore are not eligible for additional credits. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. 52 Accessing your money SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions). For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable), if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and "the Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge) and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option and fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Plus(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Plus(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Plus(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Plus(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply to your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period (available for owners and annu- certain itants age 83 or less at contract Period certain annuity issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of Accessing your money 53 benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide you with details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisers Trust . The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). You may not elect an Income Manager(SM) payout option without life contingencies unless withdrawal charges are no longer in effect under your Accumulator(R) Plus(SM). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply your account value of your Accumulator(R) Plus(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Plus(SM). For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any withdrawal charges. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. For the fixed annuity payout options and Variable Immediate Annuity payout options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your Accumulator(R) Plus(SM) is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. For the Income Manager(SM) payout life contingent options, no withdrawal charge is imposed under the Accumulator(R) Plus(SM). If the withdrawal charge that otherwise would have been applied to your 54 Accessing your money account value under your Accumulator(R) Plus(SM) is greater than 2% of the contributions that remain in your contract at the time you purchase your payout option, the withdrawal charges under the Income Manager(SM) will apply. The year in which your account value is applied to the payout option will be "contract year 1." SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin from the Accumulator(R) Plus(SM) contract. Generally, the date annuity payments begin may not be earlier than five years (in a limited number of jurisdictions this requirement may be more or less than 5 years) from the contract date. Please see Appendix VII later in this Prospectus for information on state variations. Except with respect to Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. If you start receiving annuity payments within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. Please see Appendix VII later in this Prospectus for information on state variations. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VII later in this Prospectus for variations that may apply in your state. Accessing your money 55 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary -- a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard death benefit. The daily charge is equivalent to an annual rate of 0.95% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. A portion of this charge also compensates us for the contract credit. For a discussion of the credit, see "Credits" in "Contract features and benefits" earlier in this Prospectus. We expect to make a profit from this charge. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.35% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in the order of the earliest 56 Charges and expenses maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed the 10% free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non life contingent annuity payout option. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuity payout option" in "Accessing your money" earlier in the Prospectus. A portion of this charge also compensates us for the contract credit. For a discussion of the credit, see "Credits" in "Contracts features and benefits" earlier in this Prospectus. We expect to make a profit from this charge. The withdrawal charge equals a percentage of the contributions withdrawn. We do not consider credits to be contributions. Therefore, there is no withdrawal charge associated with a credit. The percentage of the withdrawal charge that applies to each contribution depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: - -------------------------------------------------------------------------------- Contract year - -------------------------------------------------------------------------------- 1 2 3 4 5 6 7 8 9+ - -------------------------------------------------------------------------------- Percentage of contribution 8% 8% 7% 7% 6% 5% 4% 3% 0% - -------------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1" and the withdrawal charge is reduced or expires on each applicable contract date anniversary. Amounts withdrawn up to the free withdrawal amount are not considered withdrawals of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to the same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each variable investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. 10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. The 10% free withdrawal amount is determined using your account value at the beginning of each contract year. In the first contract year, the 10% free withdrawal amount is determined using all contributions received in the first 90 days of the contract year. Additional contributions during the contract year do not increase your 10% free withdrawal amount. The 10% free withdrawal amount does not apply if you surrender your contract except where required by law. CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived for any withdrawal that, together with any prior withdrawals made during the contract year, does not exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base, even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal charge does not apply to a withdrawal that exceeds 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed the free withdrawal amount. If your withdrawal exceeds the amount described above, this waiver is not applicable to that withdrawal, or to any subsequent withdrawal for the life of the contract. If you elect the Guaranteed withdrawal benefit for life, we will waive any withdrawal charge for any withdrawals during the contract year up to the Guaranteed annual withdrawal amount, even if such withdrawals exceed the free withdrawal amount. However, each withdrawal reduces the free withdrawal amount for that contract year by the amount of the withdrawal. Also, a withdrawal charge does not apply to a withdrawal that exceeds the Guaranteed annual withdrawal amount as long as it does not exceed the free withdrawal amount. Withdrawal charges, if applicable, are applied to the amount of the withdrawal that exceeds both the free withdrawal amount and the Guaranteed annual withdrawal amount. DISABILITY, TERMINAL ILLNESS, OR CONFINEMENT TO NURSING HOME. The withdrawal charge also does not apply if: (i) An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that an owner's (or older joint owner's, if applicable) life expectancy is six months or less; or (iii) An owner (or older joint owner, if applicable) has been con- Charges and expenses 57 fined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: -- its main function is to provide skilled, intermediate, or custodial nursing care; -- it provides continuous room and board to three or more persons; -- it is supervised by a registered nurse or licensed practical nurse; -- it keeps daily medical records of each patient; -- it controls and records all medications dispensed; and -- its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions as described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition that began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.65% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. 58 Charges and expenses EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If the contract is surrendered or annuitized or a death benefit is paid, on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the GWBL Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity Payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. If permitted under the terms of our exemptive order regarding Accumulator(R) Plus(SM) bonus feature, we may also change the crediting percentage that applies to contributions. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these Charges and expenses 59 rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. 60 Charges and expenses 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The account value used to determine the death benefit and the Earnings enhancement benefit will first be reduced by the amount of any Credits applied in the one-year period prior to the owner's (or older joint owner's, if applicable) death. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Payment of death benefit 61 Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint owner within five years. The surviving owner may instead elect to receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If any contributions are made during the one-year period prior to the owner's death, the account value will first be reduced by any Credits applied to any such contributions. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. Withdrawal charges will no longer apply, and no additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. Withdrawal charges will continue to apply and no additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit , and adjusted for any subsequent withdrawals. If any contributions are made during the one-year period prior to the owner's death, the account value will first be reduced by any Credits applied to any such contributions. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o In general, withdrawal charges will no longer apply to contributions made before your death. Withdrawal charges will apply if additional contributions are made. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. 62 Payment of death benefit o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. Withdrawal charges will continue to apply to all contributions made prior to the deceased spouse's death. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. o The withdrawal charge schedule remains in effect. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit feature, adjusted for any subsequent withdrawals. The account value, however, will first be reduced by any Credits applied in the one-year period prior to the owner's death. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. Payment of death benefit 63 o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. o No withdrawal charges will apply to any withdrawals by the beneficiary. If the deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. o The contract's withdrawal charge schedule will continue to be applied to any withdrawal or surrender other than scheduled payments; the contract's free withdrawal amount will continue to apply to withdrawals but does not apply to surrenders. o We do not impose a withdrawal charge on scheduled payments except if, when added to any withdrawals previously taken in the same contract year, including for this purpose a contract surrender, the total amount of withdrawals and scheduled payments exceed the free withdrawal amount. See the "Withdrawal charges" in "Charges and expenses" earlier in this Prospectus. 64 Payment of death benefit 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Plus(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Plus'(SM) extra credit on each contribution, choice of death benefits, the Guaranteed withdrawal benefit for life benefit, the Guaranteed minimum income benefit, guaranteed interest option, fixed maturity options, selection of variable investment options, and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG VARIABLE INVESTMENT OPTIONS You can make transfers among variable investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. Tax information 65 TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual withdrawals and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, Equitable would take all reasonable steps to attempt to avoid this result which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the Accumulator(R) Plus(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Plus(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. Beneficiary continuation option We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of 66 Tax information the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2;" o scheduled payments, any additional withdrawals under "Withdrawal Option 2," or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically can include mutual funds and/or individual stocks and/or securities in a custodial account, and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral, regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is Tax information 67 usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) Plus(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Plus(SM) traditional and Roth IRA contracts. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Plus(SM) IRA or Accumulator(R) Plus(SM) Roth IRA with the optional Earnings enhancement benefit. Your right to cancel within a certain number of days You can cancel either type of Accumulator(R) Plus(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation would have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contributions to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007, and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. 68 Tax information If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $50,000 if you are single, or $75,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted ------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; Tax information 69 o TSAs (including Internal Revenue Code Section 403(b)(7) custodial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled overand you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contribution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. 70 Tax information You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners age 70-1/2 or older. Required minimum distributions BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required Tax information 71 to be distributed from these contracts. If you take annual withdrawal instead of annuitizing, please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of 72 Tax information the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Spousal continuation If the contract is continued under Spousal continuation, then no amounts are required to be paid until after the surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special federal income tax definition); or o used to pay medical insurance premiums for unemployed individuals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special federal income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method. We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." Tax information 73 The Accumulator(R) Plus(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007, and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under Section 401(a) of the Internal Revenue Code, a TSA under Section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions 74 Tax information from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Tax information 75 Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. 76 Tax information Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004 the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please Consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Earnings enhancement benefit The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Plus(SM) Rollover TSA contract with the optional Earnings enhancement benefit. Contributions to TSAs There are two ways you can make contributions to establish your Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Plus(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: Tax information 77 o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Plus(SM) contract receiving the funds has provisions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Plus(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Plus(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Plus(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who provided the funds to purchase the TSA you are transferring to the Accumulator(R) Plus(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the 78 Tax information contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. Annuity payments. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL") benefit" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Plus(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-- Tax information 79 spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required minimum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Plus(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Plus(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This will only apply to you if you establish your Accumulator(R) Plus(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. 80 Tax information o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribution from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviving spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 81 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Account invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling their shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan, and other aspects of its operations, appears in the prospectuses for each Trust, which generally accompany this Prospectus, or in their respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 - -------------------------------------------------------------------------------- 82 More information - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw any of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. Any withdrawal charges that are deducted from a fixed maturity option will result in a market value adjustment calculated in the same way. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined by using a widely-published Index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and fixed maturity options, as well as our general obligations. Credits allocated to your account value are funded from our general account. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. More information 83 We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of: (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer, or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. 84 More information CONTRIBUTIONS, CREDITS, AND TRANSFERS o Contributions and credits allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions and credits allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions and credits allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Transfers to or from variable investment options will be made at the unit value next determined after receipt of transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in the prospectus for each Trust or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB and/or the Guaranteed withdrawal benefit for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial profes- More information 85 sional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of a Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA and QP contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules. In the case of such a transfer, we will impose a withdrawal charge, if one applies. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 0.60% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 6.75% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Plus(SM) on a company and\or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and\or 86 More information other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and\or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 87 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- 88 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account No. 49 with the same daily asset charges of 1.55%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 - ----------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------- 2006 2005 - ----------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 13.09 $ 11.28 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,793 342 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.85 $ 10.36 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,202 501 - ----------------------------------------------------------------------------------------------------------------- AXA Conservative--Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.29 $ 10.55 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,537 671 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 47.71 $ 43.93 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,387 762 - ----------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.15 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 22,340 2,035 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 57.17 $ 55.24 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 171 172 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.39 $ 11.14 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,474 1,199 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------------- Unit value $ 11.96 $ 11.56 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 696 453 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------------- Unit value $ 31.19 $ 28.82 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,654 1,626 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 16.77 $ 13.59 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,168 480 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------------- Unit value $ 12.21 $ 10.92 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 346 269 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 9.54 $ 9.68 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 999 613 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ----------------------------------------------------------------------------------------------------------------- Unit value $ 14.21 $ 12.10 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,285 919 - ----------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Unit value $ 10.82 $ 10.03 - ----------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 884 663 - ----------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.60 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 120 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.27 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 286 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative--Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.38 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 279 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 42.57 $ 39.77 $ 33.91 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 659 461 279 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 51.85 $ 46.99 $ 34.70 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 181 211 241 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.13 $ 10.88 $ 10.65 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,470 1,625 1,594 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.98 $ 9.94 $ 7.88 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 565 375 264 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 28.41 $ 26.55 $ 22.00 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,924 2,218 1,906 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.96 $ 10.30 $ 7.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 411 323 108 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.39 $ 9.62 $ 7.63 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 397 296 201 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.15 $ 8.71 $ 6.77 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 930 759 424 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.47 $ 10.18 $ 7.89 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 809 635 503 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.40 $ 8.54 $ 6.19 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 773 720 427 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative--Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 39.47 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 110 -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 49.56 $ 67.28 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 249 106 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 23.03 $ 23.23 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,632 432 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2006 2005 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.78 $ 12.20 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 838 550 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.49 $ 9.93 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,459 2,792 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $250.91 $ 230.23 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 361 370 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 33.51 $ 28.72 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 743 557 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.35 $ 18.07 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 747 873 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.99 $ 14.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,983 1,000 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.88 $ 7.03 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,569 9.117 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.95 $ 15.60 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 630 455 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.82 $ 16.60 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,922 1,979 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.62 $ 14.75 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,695 5,091 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.34 $ 10.36 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 100 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.96 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 255 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.67 $ 5.84 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,207 536 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.91 $ 8.60 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 147 65 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.86 $ 12.16 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,540 2,470 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.30 $ 12.18 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,904 2,599 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.87 $ 11.67 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,914 5,540 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.54 $ 10.18 $ 7.35 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 720 545 364 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.07 $ 8.77 $ 5.65 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,478 278 386 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 224.21 $ 199.56 $ 135.53 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 430 484 521 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 27.65 $ 24.98 $ 19.46 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 589 535 298 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.13 $ 18.07 $ 17.97 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,061 1,357 1,226 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.03 $ 11.20 $ 8.42 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,008 1,052 135 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.21 $ 5.82 $ 4.80 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 10,421 11,828 13,521 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.54 $ 15.21 $ 14.92 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 480 519 474 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.12 $ 13.48 $ 9.71 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,313 2,809 3,037 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.21 $ 12.72 $ 10.04 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,823 6,106 6,520 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 5.59 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 306 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.03 $ 7.87 $ 6.25 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 88 101 79 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.75 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,815 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.56 $ 9.44 $ 7.23 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,863 2,832 2,786 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.18 $ 10.23 $ 7.91 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,418 6,957 7,543 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 206.51 $ 235.03 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 499 204 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 25.10 $ 25.90 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.81 $ 15.83 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.51 $ 12.60 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.08 $ 9.46 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 14,217 6,200 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.14 $ 16.56 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,971 1,248 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.80 $ 11.63 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,851 1,119 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.63 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 19 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.65 $ 11.10 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,530 1,050 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.66 $ 11.05 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,052 628 - ------------------------------------------------------------------------------------------------------------------------------------ A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2006 2005 EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.39 $ 11.44 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,680 3,879 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.04 $ 10.38 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 382 65 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.84 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 665 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 29.20 $ 25.77 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,534 3,726 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.92 $ 9.74 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 455 9 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.78 $ 8.42 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 319 349 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.70 $ 11.56 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,317 4,297 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.21 $ 15.54 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,215 3,279 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.42 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,076 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.82 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 153 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.59 $ 10.49 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 425 11 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 26.49 $ 22.64 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 519 111 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.20 $ 11.48 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 310 5 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.28 $ 6.31 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,487 5,127 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.07 $ 13.73 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,950 8,015 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.76 $ 13.30 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,048 4,589 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.19 $ 10.64 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 738 113 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.97 $ 10.19 $ 7.59 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,473 4,616 4,470 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 25.07 $ 23.10 $ 18.36 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,345 4,750 5,020 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.23 $ 7,80 $ 5.74 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 400 500 378 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.04 $ 9.67 $ 6.84 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,997 5,343 5,392 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.18 $ 12.22 $ 9.32 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,574 3,783 4,067 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 22.05 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 63 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 5.97 $ 5.41 $ 4.36 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,897 6,804 7,940 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.65 $ 13.32 $ 13.09 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 8,979 10,672 12,695 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.99 $ 11.90 $ 9.53 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,234 6,009 6,939 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.10 $ 10.47 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,790 1,311 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 24.03 $ 27.79 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,534 1,524 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.67 $ 9.39 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 182 47 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.52 $ 9.99 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,418 609 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.09 $ 10.84 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,015 198 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.36 $ 8.39 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,216 1,134 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.13 $ 11.41 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 8,943 1,427 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.97 $ 13.04 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,123 1,419 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2006 2005 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.01 $ 9.99 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 567 30 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.21 $ 10.58 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 501 58 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.70 $ 10.55 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 138 45 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.32 $ 11.13 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 531 120 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.26 $ 15.11 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,666 1,390 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 23.71 $ 19.92 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,301 1,147 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 22.46 $ 18.15 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,580 3,145 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.80 $ 13.94 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,090 2,422 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.41 $ 9.36 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,130 4,965 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 27.92 $ 27.14 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,933 1,954 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 4.83 $ 4.54 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 155 14 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.70 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 623 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.09 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 227 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.92 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 158 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.09 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 186 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.81 $ 9.92 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,202 300 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.20 $ 9.97 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 205 25 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.86 $ 12.74 $ 9.87 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,251 1,338 701 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 19.65 $ 18.05 $ 13.98 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,430 1,339 1,334 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.63 $ 13.89 $ 11.02 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,356 3,673 4,227 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.99 $ 11.72 $ 9.20 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,867 3,344 3,796 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.87 $ 8.08 $ 6.73 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 5,788 6,613 7,231 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 26.87 $ 27.08 $ 27.35 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,306 3,186 4,967 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 4.38 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Long Term Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Large Cap Core - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Marsico Focus - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.33 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 89 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury Basic Value Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.04 $ 16.40 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,071 299 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mercury International Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.42 $ 17.37 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,268 2,110 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Emerging Growth Companies - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.23 $ 21.92 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,345 2,112 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.66 $ 10.47 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 7,160 2,262 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 27.44 $ 26.91 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,110 826 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Mutual Shares - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Global - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Opportunity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Oppenheimer Main Street Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO Real Return - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Short Duration Bond - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AT THE DAILY ASSET CHARGE OF 1.55% AFTER DECEMBER 31, 2006 (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2006 2005 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 19.31 $ 16.89 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,465 2,629 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 8.65 $ 7.97 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 627 195 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.83 $ 14.52 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,231 854 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.90 16.83 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 71 15 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.75 -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 531 -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.15 $ 5.47 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 424 102 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.88 $ 10.41 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 900 131 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.50 $ 13.71 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,602 1,632 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.29 $ 12.36 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 361 40 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.24 $ 11.89 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 407 5 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.39 $ 14.22 $ 10.51 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,013 3,182 3,460 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.53 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 11 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.15 $ 12.21 $ 8.50 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,001 1,152 974 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.44 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 5.10 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.48 $ 8.61 $ 5.61 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,515 1,462 1,464 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.36 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1 -- -- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.39 $ 10.69 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,447 588 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.92 $ 10.87 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 825 270 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.06 $ 6.49 - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,482 881 - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Appendix I: Condensed financial information A-5 Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who are considering the purchase of an Accumulator(R) Plus(SM) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit and other guaranteed benefits, and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this Prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Plus(SM) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) Plus(SM) QP contract to fund a plan for the contract's features and benefits other than tax deferral after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a withdrawal charge and/or market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o the Guaranteed minimum income benefit may not be an appropriate feature for participants who are older than 60-1/2 when the contract is issued; and o if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, the payments will be made to the trustee. Finally, because the method of purchasing the QP contract, including the large initial contribution and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. B-1 Appendix II: Purchase considerations for QP contracts Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, including any applicable withdrawal charge, is made four years later on February 15, 2011(a) - ------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 --------------------------- 5.00% 9.00% - ------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - ------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - ------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - ------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - ------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - ------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 ________________ = _____________ where j is either 5% or 9% (1+j)(D/365) (1+j)(1,461/365) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 ________________ = _____________ (1+h)(D/365) (1+0.07)(1,461/365) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 ________________ = ___________________ (1+h)(D/365) (1+0.07)(1,461/365) Appendix III: Market value adjustment example C-1 Appendix IV: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options) , no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - --------------------------------------------------------------------------------------------------------------- End of Contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced Year Account Value enhanced benefit base enhanced benefit base death benefit - --------------------------------------------------------------------------------------------------------------- 1 $109,200 $ 106,000(3) $ 109,200(1) $ 109,200(5) - --------------------------------------------------------------------------------------------------------------- 2 $120,120 $ 112,360(3) $ 120,120(1) $ 120,120(5) - --------------------------------------------------------------------------------------------------------------- 3 $134,534 $ 119,102(3) $ 134,534(1) $ 134,534(5) - --------------------------------------------------------------------------------------------------------------- 4 $107,628 $ 126,248(4) $ 134,534(2) $ 141,261(6) - --------------------------------------------------------------------------------------------------------------- 5 $118,390 $ 133,823(4) $ 134,534(2) $ 147,988(6) - --------------------------------------------------------------------------------------------------------------- 6 $132,597 $ 141,852(4) $ 134,534(2) $ 154,715(6) - --------------------------------------------------------------------------------------------------------------- 7 $132,597 $ 150,363(4) $ 134,534(2) $ 161,441(6) - --------------------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 1 through 3, the death benefit will be the current account value. (4) At the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. D-1 Appendix IV: Enhanced death benefit example Appendix V: Hypothetical Illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Plus(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single$100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.86)%, 3.14% for the Accumulator(R) Plus(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the enhanced death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85" enhanced minimum death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge, and any applicable administrative charge and withdrawal charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix V: Hypothetical Illustrations E-1 Variable deferred annuity Accumulator(R) Plus(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed Minimum Account Value Cash Value Death Benefit ------------------- ------------------ ------------------- Age Contract Year 0% 6% 0% 6% 0% 6% - ----- -------------- --------- --------- -------- --------- --------- --------- 60 1 104,000 104,000 96,000 96,000 100,000 100,000 61 2 99,294 105,512 91,294 97,512 106,000 106,000 62 3 94,656 106,984 87,656 99,984 112,360 112,360 63 4 90,079 108,408 83,079 101,408 119,102 119,102 64 5 85,555 109,780 79,555 103,780 126,248 126,248 65 6 81,077 111,091 76,077 106,091 133,823 133,823 66 7 76,639 112,334 72,639 108,334 141,852 141,852 67 8 72,232 113,501 69,232 110,501 150,363 150,363 68 9 67,848 114,583 67,848 114,583 159,385 159,385 69 10 63,481 115,571 63,481 115,571 168,948 168,948 74 15 41,538 118,718 41,538 118,718 226,090 226,090 79 20 18,627 117,650 18,627 117,650 302,560 302,560 84 25 0 110,165 0 110,165 0 404,893 89 30 0 108,489 0 108,489 0 429,187 94 35 0 109,679 0 109,679 0 429,187 95 36 0 109,937 0 109,937 0 429,187 Lifetime Annual Guaranteed Minimum Income Benefit Total Death Benefit ---------------------------------- with the Earnings Guaranteed Hypothetical enhancement benefit Income Income ------------------- ----------------- ---------------- Age 0% 6% 0% 6% 0% 6% - ----- --------- --------- -------- -------- -------- ------- 60 100,000 100,000 N/A N/A N/A N/A 61 108,400 108,400 N/A N/A N/A N/A 62 117,304 117,304 N/A N/A N/A N/A 63 126,742 126,742 N/A N/A N/A N/A 64 136,747 136,747 N/A N/A N/A N/A 65 147,352 147,352 N/A N/A N/A N/A 66 158,593 158,593 N/A N/A N/A N/A 67 170,508 170,508 N/A N/A N/A N/A 68 183,139 183,139 N/A N/A N/A N/A 69 196,527 196,527 N/A N/A N/A N/A 74 276,527 276,527 13,520 13,520 13,520 13,520 79 383,584 383,584 20,272 20,272 20,272 20,272 84 0 493,179 0 32,391 0 32,391 89 0 517,472 N/A N/A N/A N/A 94 0 517,472 N/A N/A N/A N/A 95 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a policy would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual policy years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. E-2 Appendix V: Hypothetical Illustrations Appendix VI: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes the Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: - --------------------------------------------------------------------------------------------------------------------- No Withdrawal $3,000 withdrawal $6,000 withdrawal ----------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 ----------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 ----------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death 4,000 4,000 4,000 benefit less net contributions (prior to the withdrawal C. in D). B minus A. ----------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 ----------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero ----------------------------------------------------------------------------------------------------------------- F Net contributions (adjusted for the withdrawal in D) A minus E 100,000 100,000 98,000 ----------------------------------------------------------------------------------------------------------------- G Death benefit (adjusted for the withdrawal in D) 104,000 101,000 98,000 B minus D ----------------------------------------------------------------------------------------------------------------- H Death benefit less net contributions 4,000 1,000 0 G minus F ----------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% ----------------------------------------------------------------------------------------------------------------- J Earnings enhancement benefit 1,600 400 0 H times I ----------------------------------------------------------------------------------------------------------------- K Death benefit: including Earnings enhancement benefit 105,600 101,400 98,000 G plus J ----------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. Appendix VI: Earnings enhancement benefit example F-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Plus(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) PLUS(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- CALIFORNIA See "Contract features and benefits"--"Your right to can- cel within a certain number of days" - -------------------------------------------------------------------------------- FLORIDA See "Contract features and benefits" in "Credits" - -------------------------------------------------------------------------------- MASSACHUSETTS Effective on or about August 6, 2007, this contract will be available to Massachusetts residents with the following varia- tions: Annual administrative charge See "Disability, terminal illness or confinement to nursing home" under "Withdrawal charge" in "Charges and expenses" - -------------------------------------------------------------------------------- PENNSYLVANIA See "Disability, terminal illness, or confinement to nursing home" under "withdrawal charge" in "Charges and expenses" - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- CALIFORNIA If you reside in the state of California and you are age 60 and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - -------------------------------------------------------------------------------- FLORIDA The following information replaces the second bullet to the final set of bullets in this section: o You may annuitize your contract after thirteen months, however, if you elect to receive annuity payments within five years of the contract date, we will recover the credit that applies to any contribution made in that five years. If you start receiving annuity payments after five years from the contract date and within three years of making any contribution, we will recover the credit that applies to any contribution made within the prior three years. - -------------------------------------------------------------------------------- MASSACHUSETTS The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. This section is deleted in its entirety. - -------------------------------------------------------------------------------- PENNSYLVANIA Item (iii) under this section is deleted in its entirety - -------------------------------------------------------------------------------- G-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- State Features and Benefits - -------------------------------------------------------------------------------- PENNSYLVANIA Required disclosure for Pennsylvania customers (CONT'D) - -------------------------------------------------------------------------------- PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA contracts Beneficiary continuation option (IRA) - -------------------------------------------------------------------------------- TEXAS See "Annual administrative charge" in "Charges and expenses" - -------------------------------------------------------------------------------- WASHINGTON Guaranteed interest option Investment simplifier -- Fixed-dollar option and Interest sweep option Fixed maturity options Income Manager(SM) payout option Earnings enhancement benefit See "Guaranteed minimum death benefit/Guaranteed mini- mum income benefit roll-up benefit benefit base reset" in "Contract features and benefits" See "Guaranteed minimum death benefit" in "Contract features and benefits" See "Annual administrative charge" in "Charges and expenses" See "Withdrawal charge" in "Charges and expenses" See "Withdrawal charge" in "Charges and expenses" under "Disability, terminal illness, or confinement to nursing home" - -------------------------------------------------------------------------------- State Availability or Variation - -------------------------------------------------------------------------------- PENNSYLVANIA Any person who knowingly and with intent to defraud any (CONT'D) insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - -------------------------------------------------------------------------------- PUERTO RICO Not Available Not Available - -------------------------------------------------------------------------------- TEXAS The annual administrative charge will be deducted from the value in the variable investment options on a pro rata basis. - -------------------------------------------------------------------------------- WASHINGTON Not available Not available Not available Not available Not available Your "Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit" benefit base will reset only if your account value is greater than your Guaranteed minimum income benefit base. You have a choice of the standard death benefit, the Annual Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. The annual administrative charge will be deducted from the value in the variable investment options on a pro rata basis. The 10% free withdrawal amount applies to full surrenders. The annuitant has qualified to receive Social Security disabil- ity benefits as certified by the Social Security Administration or a statement from an independent U.S. licensed physician stating that the annuitant meets the definition of total dis- ability for at least 6 continuous months prior to the notice of claim. Such disability must be re-certified every 12 months. - -------------------------------------------------------------------------------- Appendix VII: State contract availability and/or variations of certain features and benefits G-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Name Change 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Plus(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Plus(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 ................................................................................. Please send me an Accumulator(R) Plus(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- City State Zip Plus '02, ML, '04, '06, Jumpstart '07 and '07 Series X01480 AXA Equitable Life Insurance Company SUPPLEMENT DATED MAY 1, 2007 TO THE CURRENT PROSPECTUS FOR ACCUMULATOR(R) PLUS(SM) - -------------------------------------------------------------------------------- This Supplement modifies certain information in the above-referenced Prospectus and Supplements to Prospectus and Statements of Additional Information (the "Prospectuses"). You should read this Supplement in conjunction with the Prospectuses and retain it for future reference. Unless otherwise indicated, all other information included in the Prospectuses remains unchanged. The terms and section headings we use in this Supplement have the same meaning as in the Prospectuses. We will send you another copy of any prospectus or supplement without charge upon request. Please contact the customer service group referenced in your prospectus. TEMPORARY LIBERALIZATION PERIOD FOR ALLOCATIONS TO THE GUARANTEED INTEREST OPTION ("GIO") Please note the following information is to be read in conjunction with the section "Self-directed allocation" in "Allocating your contributions" under "Contract features and benefits": Except in the state of New York, the limit on allocations to the Guaranteed Interest Option which had been temporarily changed from 25% to 100% has been extended through October 31, 2007. At the end of this liberalization period, the 25% limit on GIO contributions will be re-imposed, but customers may leave existing GIO assets in the GIO. This liberalization applies to new contributions only. Transfers to the GIO continue to be restricted as before. If your instructions to us indicate an allocation percentage to the GIO that is greater than 25%, we will continue to honor that allocation until the end of the liberalization period. However, after the end of the liberalization period it will become an invalid allocation and we will no longer be able to honor it. This could cause a delay in crediting your subsequent contributions to the contract. Therefore, before making any new contributions on or after November 1, 2007, you should review your allocation instructions and ensure that your GIO allocation is 25% or less before sending your additional contributions. AXA Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 10104 212-554-1234 IM-04-06 Supp (5/07) Accum Plus 04, 06, Jumpstart 07 133772 (5/07) Mail/In-force/New Business x01494 Accumulator(R) Select(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before taking any action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) SELECT(SM)? Accumulator(R) Select(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options or fixed maturity options ("investment options"). There is no withdrawal charge under the contract. This contract is no longer available for new purchasers. This Prospectus is designed for current contract owners. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/BlackRock Basic Value Equity* o EQ/PIMCO Real Return o EQ/BlackRock International Value* o EQ/Short Duration Bond o EQ/Boston Advisors Equity Income o EQ/Small Cap Value+ o EQ/Calvert Socially Responsible o EQ/Small Company Growth+ o EQ/Capital Guardian Growth o EQ/Small Company Index o EQ/Capital Guardian International+ o EQ/TCW Equity++ o EQ/Capital Guardian Research o EQ/Templeton Growth o EQ/Capital Guardian U.S. Equity++ o EQ/UBS Growth and Income o EQ/Caywood-Scholl High Yield Bond o EQ/Van Kampen Comstock o EQ/Davis New York Venture o EQ/Van Kampen Emerging Markets o EQ/Equity 500 Index Equity o EQ/Evergreen International Bond o EQ/Van Kampen Mid Cap Growth o EQ/Evergreen Omega o EQ/Wells Fargo Montgomery Small o EQ/FI Mid Cap Cap++ o EQ/FI Mid Cap Value+ o Multimanager Aggressive Equity* o EQ/Franklin Income o Multimanager Core Bond* o EQ/Franklin Small Cap Value o Multimanager Health Care* o EQ/Franklin Templeton Founding o Multimanager High Yield* Strategy** o Multimanager International Equity* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Core Equity* o EQ/GAMCO Small Company Value o Multimanager Large Cap Growth* o EQ/International Growth o Multimanager Large Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Mid Cap Growth* o Multimanager Mid Cap Value* o Multimanager Technology* - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits " later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this investment option. You may allocate to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 45 and Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust or the EQ Advisors Trust (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the fixed maturity options, which is discussed later in this Prospectus. TYPES OF CONTRACTS. Contracts were offered for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $25,000 was required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is a part of one of the registration statements. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01474 OREGON ONLY Contents of this Prospectus - -------------------------------------------------------------------- ACCUMULATOR(R) SELECT(SM) - ------------------------------------------------------------------------------ Index of key words and phrases 4 Who is AXA Equitable? 5 How to reach us 6 Accumulator(R) Select(SM) at a glance -- key features 8 - ------------------------------------------------------------------------------ FEE TABLE 10 - ------------------------------------------------------------------------------ Example 13 Condensed financial information 15 - ------------------------------------------------------------------------------ 1. CONTRACT FEATURES AND BENEFITS 16 - ------------------------------------------------------------------------------ How you can contribute to your contract 16 Owner and annuitant requirements 19 How you can make your contributions 19 What are your investment options under the contract? 19 Portfolios of the Trusts 20 Allocating your contributions 25 Your benefit base 27 Annuity purchase factors 27 Our baseBUILDER option 27 Guaranteed minimum death benefit 29 Your right to cancel within a certain number of days 30 - ------------------------------------------------------------------------------ 2. DETERMINING YOUR CONTRACT'S VALUE 31 - ------------------------------------------------------------------------------ Your account value and cash value 31 Your contract's value in the variable investment options 31 Your contract's value in the fixed maturity options 31 Insufficient account value 31 - ------------------------------------------------------------------------------ 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 32 - ------------------------------------------------------------------------------ Transferring your account value 32 Disruptive transfer activity 32 Rebalancing your account value 33 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 34 - -------------------------------------------------------------------------------- Withdrawing your account value 34 How withdrawals are taken from your account value 35 How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit 35 Loans under Rollover TSA contracts 35 Surrendering your contract to receive its cash value 36 When to expect payments 36 Your annuity payout options 36 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 39 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 39 Charges that the Trusts deduct 40 Group or sponsored arrangements 40 Other distribution arrangements 40 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 41 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 41 How death benefit payment is made 42 Beneficiary continuation option 42 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 44 - -------------------------------------------------------------------------------- Overview 44 Contracts that fund a retirement arrangement 44 Transfers among investment options 44 Taxation of nonqualified annuities 44 Individual retirement arrangements (IRAs) 46 Tax-sheltered Annuity contracts (TSAs) 55 Federal and state income tax withholding and information reporting 58 Special rules for contracts funding qualified plans 59 Impact of taxes to AXA Equitable 59 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 60 - -------------------------------------------------------------------------------- About Separate Account No. 45 and Separate Account No. 49 60 About the Trusts 60 About our fixed maturity options 60 About the general account 61 About other methods of payment 62 Dates and prices at which contract events occur 62 About your voting rights 63 About legal proceedings 63 Financial statements 63 Transfers of ownership, collateral assignments, loans and borrowing 63 Distribution of the contracts 64 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 66 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Market value adjustment example C-1 IV -- Guaranteed minimum death benefit example D-1 V -- Hypothetical illustrations E-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 5% Roll-Up to age 80 29 12 month dollar cost averaging 26 account value 31 administrative charge 39 annual ratchet to age 80 29 annuitant 16 annuitization 36 annuity maturity date 38 annuity payout options 36 annuity purchase factors 27 automatic investment program 62 baseBUILDER 27 baseBUILDER benefit charge 39 beneficiary 41 Beneficiary Continuation Option ("BCO") 42 benefit base 27 business day 62 cash value 31 charges for state premium and other applicable taxes 39 contract date 9 contract date anniversary 9 contract year 9 contributions to Roth IRAs 52 regular contributions 52 rollovers and direct transfers 53 conversion contributions 53 contributions to traditional IRAs 46 regular contributions 46 rollovers and direct transfers 48 disruptive transfer activity 32 distribution charge 39 EQAccess 6 ERISA 35 fixed maturity options 25 free look 30 general account 61 General dollar cost averaging 26 guaranteed minimum death benefit 29 guaranteed minimum income benefit 28 IRA cover Page in Term Prospectus IRS cover investment options cover lifetime required minimum distribution withdrawals 35 loan reserve account 27 loans under Rollover TSA contracts 35 market adjusted amount 25 market timing 32 market value adjustment 25 maturity dates 25 maturity value 25 Mortality and expense risks charge 39 NQ cover partial withdrawals 34 Principal assurance allocation 26 portfolio cover processing office 6 Protection Plus 30 Protection Plus charge 39 QP cover rate to maturity 25 Rebalancing 33 Rollover IRA cover Rollover TSA cover Roth Conversion IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 26 Separate Account No. 45 and Separate Account No. 49 60 substantially equal withdrawals 34 Successor owner and annuitant 42 systematic withdrawals 34 TOPS 6 Trusts 60 TSA cover traditional IRA cover unit 31 variable investment options 19 wire transmittals and electronic applications 62 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Your financial professional can provide further explanation about your contract or supplemental materials. - ----------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - ----------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates unit Accumulation Unit baseBUILDER Guaranteed Minimum Income Benefit - ----------------------------------------------------------------------------------- 4 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 5 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR CONTRIBUTIONS SENT BY REGULAR MAIL - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIVERY - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year including notification of eligibility to exercise the guaranteed minimum income benefit, if applicable. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); 6 Who is AXA Equitable? (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts; (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; and (14) death claims. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging; and (6) 12 month dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging; (3) rebalancing; (4) 12 month dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners all must sign. Who is AXA Equitable? 7 Accumulator(R) Select(SM) at a glance -- key features - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Professional investment Accumulator(R) Select(SM)'s variable investment options invest in different portfolios managed by management professional investment advisers. - ----------------------------------------------------------------------------------------------------------------------------------- Fixed maturity options o 10 fixed maturity options with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ------------------------------------------------------------------------------------------------------ If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ----------------------------------------------------------------------------------------------------------------------------------- Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------ Annuity contracts that were purchased as an Individual Retirement Annuity (IRA), do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before you make any additional contributions to this contract, you should consider its features and benefits beyond tax deferral -- as well as its features, benefits and costs relative to any other investment that you may have chosen in connection with your retirement plan or arrangement -- to determine whether it meets your needs and goals. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ----------------------------------------------------------------------------------------------------------------------------------- baseBUILDER(R) protection baseBUILDER combines a guaranteed minimum income benefit with the guaranteed minimum death benefit provided under the contract. The guaranteed minimum income benefit provides income protection for you during the annuitant's life once you elect to annuitize the contract. The guaranteed minimum death benefit provides a death benefit for the beneficiary should the annuitant die. - ----------------------------------------------------------------------------------------------------------------------------------- Contribution amounts o Additional minimum: $1,000 (NQ, QP and Rollover TSA contracts) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $50 IRA contracts Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. - ----------------------------------------------------------------------------------------------------------------------------------- Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender You may incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ----------------------------------------------------------------------------------------------------------------------------------- Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ----------------------------------------------------------------------------------------------------------------------------------- 8 Accumulator(R) Select(SM) at a glance -- key features - ----------------------------------------------------------------------------------------------------------------------------------- Additional features o Guaranteed minimum death benefit even if you do not elect baseBUILDER o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually and annually) o Free transfers o Protection Plus(SM), an optional death benefit available under certain contracts (subject to state availability) - ----------------------------------------------------------------------------------------------------------------------------------- Fees and charges o Daily charges on amounts invested in the variable investment options for mortality and expense risks, administrative charges and distribution charges at a current annual rate of 1.60%. o Annual 0.30% benefit base charge for the optional baseBUILDER benefit until you exercise your guaranteed minimum income benefit, elect another annuity payout option or the contract date anniversary after the annuitant reaches age 83, whichever occurs first. The benefit base is described under "Your benefit base" in "Contract features and benefits" later in this Prospectus. If you don't elect baseBUILDER, you still receive a guaranteed minimum death benefit under your contract at no additional charge. o An annual charge of 0.20% of the account value for the Protection Plus(SM) optional death benefit. o No sales charge deducted at the time you make contributions, no withdrawal charge and no annual contract fee. ------------------------------------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we received the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date appears in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. ------------------------------------------------------------------------------------------------------------- o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuity payout option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase the variable immediate annuitization payout option. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trust's portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee Table" later in this Prospectus for details. - ----------------------------------------------------------------------------------------------------------------------------------- Annuitant issue ages NQ: 0-85 Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 QP: 20-75 - ----------------------------------------------------------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available at certain ages. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. Other contracts We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Accumulator(R) Select(SM) at a glance -- key features 9 Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you pay when owning the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - -------------------------------------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - -------------------------------------------------------------------------------------------------------------- Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - -------------------------------------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - -------------------------------------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10% Administrative 0.25% Distribution 0.25% ---- Total Separate account annual expenses 1.60% - -------------------------------------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect the optional benefit - -------------------------------------------------------------------------------------------------------------- baseBuilder benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually on each contract date anniversary for which the benefit is in effect.) 0.30% - -------------------------------------------------------------------------------------------------------------- Protection Plus(SM) benefit charge (calculated as a percentage of the account value. Deducted annually on each contract date anniversary for which the benefit is in effect.) 0.20% - -------------------------------------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - -------------------------------------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets - -------------------------------------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets Lowest Highest Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted ------ ------- from Portfolio assets including management fees, 12b-1 fees, service fees, and/or 0.63% 3.15% other expenses)(1) This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ----------------------------------------------------------------------------------------------------------------------------------- Acquired Fee Net Total Fund Total Annual Waivers Annual Fees and Expenses and/or Expenses Manage- Other Expenses (Before Expense (After ment 12b-1 Expenses (Underlying Expense Reimburse- Expense Portfolio Name Fees (2) Fees(3) (4) Portfolios)(5) Limitations) ments(6) Limitations) - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - ----------------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% - ------------------------------------------------------------------------------------------------------------------------------------ 10 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fee Net Total Fund Total Annual Waivers Annual Fees and Expenses and/or Expenses Manage- Other Expenses (Before Expense (After ment 12b-1 Expenses (Underlying Expense Reimburse- Expense Portfolio Name Fees (2) Fees(3) (4) Portfolios)(5) Limitations) ments(6) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government 0.50% 0.25% 0.14% -- 0.89% -- 0.89% Securities EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 11 - ----------------------------------------------------------------------------------------------------------------------------------- Acquired Fee Net Total Fund Total Annual Waivers Annual Fees and Expenses and/or Expenses Other Expenses (Before Expense (After Manage- 12b-1 Expenses (Underlying Expense Reimburse- Expense Portfolio Name ment Fees (2) Fees(3) (4) Portfolios)(5) Limitations) ments(6) Limitations) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ----------------------------------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this Portfolio. (1) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (2) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (6) for any expense limitation agreement information. (3) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (4) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (6) for any expense limitation agreement information. (5) Each of these variable investment options invest in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses have been estimated based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (6) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into Expense Limitation Agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - ---------------------------------------------------------------------------- Portfolio Name - ---------------------------------------------------------------------------- Multimanager Aggressive Equity 1.03% - ---------------------------------------------------------------------------- Multimanager Health Care 1.63% - ---------------------------------------------------------------------------- Multimanager International Equity 1.52% - ---------------------------------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - ---------------------------------------------------------------------------- Multimanager Large Cap Growth 1.33% - ---------------------------------------------------------------------------- Multimanager Large Cap Value 1.31% - ---------------------------------------------------------------------------- Multimanager Mid Cap Growth 1.52% - ---------------------------------------------------------------------------- Multimanager Mid Cap Value 1.58% - ---------------------------------------------------------------------------- Multimanager Technology 1.64% - ---------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - ---------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - ---------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - ---------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - ---------------------------------------------------------------------------- EQ/AllianceBernstein Value 0.94% - ---------------------------------------------------------------------------- EQ/Ariel Appreciation II 1.01% - ---------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - ---------------------------------------------------------------------------- EQ/Capital Guardian Growth 0.94% - ---------------------------------------------------------------------------- EQ/Capital Guardian Research 0.94% - ---------------------------------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - ---------------------------------------------------------------------------- EQ/Davis New York Venture 1.27% - ---------------------------------------------------------------------------- EQ/Evergreen Omega 1.05% - ---------------------------------------------------------------------------- EQ/FI Mid Cap 0.97% - ---------------------------------------------------------------------------- EQ/FI Mid Cap Value 1.09% - ---------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - ---------------------------------------------------------------------------- 12 Fee table - ---------------------------------------------------------------------------- Portfolio Name - ---------------------------------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - ---------------------------------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - ---------------------------------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - ---------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - ---------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - ---------------------------------------------------------------------------- EQ/Marsico Focus 1.14% - ---------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - ---------------------------------------------------------------------------- EQ/MFS Investors Trust 0.94% - ---------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - ---------------------------------------------------------------------------- EQ/Mutual Shares 1.30% - ---------------------------------------------------------------------------- EQ/Small Cap Value 1.02% - ---------------------------------------------------------------------------- EQ/UBS Growth and Income 1.03% - ---------------------------------------------------------------------------- EQ/Van Kampen Comstock 0.99% - ---------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - ---------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - ---------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - ---------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected baseBUILDER and Protection Plus(SM)) would pay in the situations illustrated. Since the Protection Plus(SM) feature only applies under certain contracts, expenses would be lower for contracts that do not have Protection Plus(SM). The fixed maturity options and the 12 month dollar cost averaging program are not covered by the example. However, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to amounts in the fixed maturity options. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated and that your investment has a 5% return each year. The example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 13 - --------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period - --------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - --------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - --------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $1,483.00 $2,269.00 $4,346.00 AXA Conservative Allocation N/A $1,421.00 $2,168.00 $4,157.00 AXA Conservative-Plus Allocation N/A $1,424.00 $2,173.00 $4,166.00 AXA Moderate Allocation N/A $1,440.00 $2,198.00 $4,214.00 AXA Moderate-Plus Allocation N/A $1,461.00 $2,234.00 $4,280.00 Multimanager Aggressive Equity* N/A $1,362.00 $2,071.00 $3,973.00 Multimanager Core Bond* N/A $1,353.00 $2,056.00 $3,944.00 Multimanager Health Care* N/A $1,557.00 $2,389.00 $4,568.00 Multimanager High Yield* N/A $1,350.00 $2,051.00 $3,934.00 Multimanager International Equity* N/A $1,511.00 $2,314.00 $4,430.00 Multimanager Large Cap Core Equity* N/A $1,455.00 $2,224.00 $4,261.00 Multimanager Large Cap Growth* N/A $1,461.00 $2,234.00 $4,280.00 Multimanager Large Cap Value* N/A $1,455.00 $2,224.00 $4,261.00 Multimanager Mid Cap Growth* N/A $1,520.00 $2,329.00 $4,458.00 Multimanager Mid Cap Value* N/A $1,529.00 $2,344.00 $4,486.00 Multimanager Technology* N/A $1,557.00 $2,389.00 $4,568.00 - --------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $1,300.00 $1,969.00 $3,776.00 EQ/AllianceBernstein Growth and Income++ N/A $1,325.00 $2,010.00 $3,855.00 EQ/AllianceBernstein Intermediate Government Securities N/A $1,312.00 $1,990.00 $3,815.00 EQ/AllianceBernstein International N/A $1,396.00 $2,128.00 $4,080.00 EQ/AllianceBernstein Large Cap Growth N/A $1,427.00 $2,178.00 $4,176.00 EQ/AllianceBernstein Quality Bond N/A $1,312.00 $1,990.00 $3,815.00 EQ/AllianceBernstein Small Cap Growth N/A $1,384.00 $2,107.00 $4,041.00 EQ/AllianceBernstein Value N/A $1,341.00 $2,036.00 $3,904.00 EQ/Ariel Appreciation II N/A $1,505.00 $2,304.00 $4,411.00 EQ/BlackRock Basic Value Equity* N/A $1,328.00 $2,015.00 $3,865.00 EQ/BlackRock International Value* N/A $1,434.00 $2,188.00 $4,195.00 EQ/Boston Advisors Equity Income N/A $1,393.00 $2,122.00 $4,070.00 EQ/Calvert Socially Responsible N/A $1,393.00 $2,122.00 $4,070.00 EQ/Capital Guardian Growth N/A $1,365.00 $2,077.00 $3,983.00 EQ/Capital Guardian International+ N/A $1,437.00 $2,193.00 $4,204.00 EQ/Capital Guardian Research N/A $1,356.00 $2,061.00 $3,953.00 EQ/Capital Guardian U.S. Equity++ N/A $1,356.00 $2,061.00 $3,953.00 EQ/Caywood-Scholl High Yield Bond N/A $1,356.00 $2,061.00 $3,953.00 EQ/Davis New York Venture N/A $1,606.00 $2,468.00 $4,713.00 EQ/Equity 500 Index N/A $1,231.00 $1,855.00 $3,554.00 EQ/Evergreen International Bond N/A $1,403.00 $2,138.00 $4,099.00 EQ/Evergreen Omega N/A $1,381.00 $2,102.00 $4,031.00 EQ/FI Mid Cap N/A $1,372.00 $2,087.00 $4,002.00 EQ/FI Mid Cap Value+ N/A $1,381.00 $2,102.00 $4,031.00 EQ/Franklin Income N/A $1,511.00 $2,314.00 $4,430.00 EQ/Franklin Small Cap Value N/A $2,000.00 $3,095.00 $5,814.00 EQ/Franklin Templeton Founding Strategy** N/A $1,526.00 $2,339.00 $4,476.00 EQ/GAMCO Mergers and Acquisitions N/A $1,495.00 $2,289.00 $4,383.00 EQ/GAMCO Small Company Value N/A $1,400.00 $2,133.00 $4,089.00 EQ/International Growth N/A $1,486.00 $2,274.00 $4,355.00 EQ/Janus Large Cap Growth++ N/A $1,440.00 $2,198.00 $4,214.00 EQ/JPMorgan Core Bond N/A $1,297.00 $1,964.00 $3,766.00 EQ/JPMorgan Value Opportunities N/A $1,350.00 $2,051.00 $3,934.00 EQ/Legg Mason Value Equity N/A $1,384.00 $2,107.00 $4,041.00 EQ/Long Term Bond N/A $1,294.00 $1,959.00 $3,756.00 EQ/Lord Abbett Growth and Income N/A $1,396.00 $2,128.00 $4,080.00 EQ/Lord Abbett Large Cap Core N/A $1,443.00 $2,203.00 $4,223.00 EQ/Lord Abbett Mid Cap Value N/A $1,387.00 $2,112.00 $4,051.00 EQ/Marsico Focus N/A $1,418.00 $2,163.00 $4,147.00 EQ/MFS Emerging Growth Companies+ N/A $1,362.00 $2,071.00 $3,973.00 EQ/MFS Investors Trust+ N/A $1,350.00 $2,051.00 $3,934.00 - --------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- If you surrender or do not surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $372.00 $1,133.00 $1,919.00 $3,996.00 AXA Conservative Allocation $351.00 $1,071.00 $1,818.00 $3,807.00 AXA Conservative-Plus Allocation $352.00 $1,074.00 $1,823.00 $3,816.00 AXA Moderate Allocation $357.00 $1,090.00 $1,848.00 $3,864.00 AXA Moderate-Plus Allocation $364.00 $1,111.00 $1,884.00 $3,930.00 Multimanager Aggressive Equity* $331.00 $1,012.00 $1,721.00 $3,623.00 Multimanager Core Bond* $328.00 $1,003.00 $1,706.00 $3,594.00 Multimanager Health Care* $397.00 $1,207.00 $2,039.00 $4,218.00 Multimanager High Yield* $327.00 $1,000.00 $1,701.00 $3,584.00 Multimanager International Equity* $381.00 $1,161.00 $1,964.00 $4,080.00 Multimanager Large Cap Core Equity* $362.00 $1,105.00 $1,874.00 $3,911.00 Multimanager Large Cap Growth* $364.00 $1,111.00 $1,884.00 $3,930.00 Multimanager Large Cap Value* $362.00 $1,105.00 $1,874.00 $3,911.00 Multimanager Mid Cap Growth* $384.00 $1,170.00 $1,979.00 $4,108.00 Multimanager Mid Cap Value* $387.00 $1,179.00 $1,994.00 $4,136.00 Multimanager Technology* $397.00 $1,207.00 $2,039.00 $4,218.00 - ----------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $310.00 $ 950.00 $1,619.00 $3,426.00 EQ/AllianceBernstein Growth and Income++ $318.00 $ 975.00 $1,660.00 $3,505.00 EQ/AllianceBernstein Intermediate Government Securities $314.00 $ 962.00 $1,640.00 $3,465.00 EQ/AllianceBernstein International $342.00 $1,046.00 $1,778.00 $3,730.00 EQ/AllianceBernstein Large Cap Growth $353.00 $1,077.00 $1,828.00 $3,826.00 EQ/AllianceBernstein Quality Bond $314.00 $ 962.00 $1,640.00 $3,465.00 EQ/AllianceBernstein Small Cap Growth $338.00 $1,034.00 $1,757.00 $3,691.00 EQ/AllianceBernstein Value $323.00 $ 991.00 $1,686.00 $3,554.00 EQ/Ariel Appreciation II $379.00 $1,155.00 $1,954.00 $4,061.00 EQ/BlackRock Basic Value Equity* $319.00 $ 978.00 $1,665.00 $3,515.00 EQ/BlackRock International Value* $355.00 $1,084.00 $1,838.00 $3,845.00 EQ/Boston Advisors Equity Income $341.00 $1,043.00 $1,772.00 $3,720.00 EQ/Calvert Socially Responsible $341.00 $1,043.00 $1,772.00 $3,720.00 EQ/Capital Guardian Growth $332.00 $1,015.00 $1,727.00 $3,633.00 EQ/Capital Guardian International+ $356.00 $1,087.00 $1,843.00 $3,854.00 EQ/Capital Guardian Research $329.00 $1,006.00 $1,711.00 $3,603.00 EQ/Capital Guardian U.S. Equity++ $329.00 $1,006.00 $1,711.00 $3,603.00 EQ/Caywood-Scholl High Yield Bond $329.00 $1,006.00 $1,711.00 $3,603.00 EQ/Davis New York Venture $414.00 $1,256.00 $2,118.00 $4,363.00 EQ/Equity 500 Index $287.00 $ 881.00 $1,505.00 $3,204.00 EQ/Evergreen International Bond $344.00 $1,053.00 $1,788.00 $3,749.00 EQ/Evergreen Omega $337.00 $1,031.00 $1,752.00 $3,681.00 EQ/FI Mid Cap $334.00 $1,022.00 $1,737.00 $3,652.00 EQ/FI Mid Cap Value+ $337.00 $1,031.00 $1,752.00 $3,681.00 EQ/Franklin Income $381.00 $1,161.00 $1,964.00 $4,080.00 EQ/Franklin Small Cap Value $551.00 $1,650.00 $2,745.00 $5,464.00 EQ/Franklin Templeton Founding Strategy** $386.00 $1,176.00 $1,989.00 $4,126.00 EQ/GAMCO Mergers and Acquisitions $376.00 $1,145.00 $1,939.00 $4,033.00 EQ/GAMCO Small Company Value $343.00 $1,050.00 $1,783.00 $3,739.00 EQ/International Growth $373.00 $1,136.00 $1,924.00 $4,005.00 EQ/Janus Large Cap Growth++ $357.00 $1,090.00 $1,848.00 $3,864.00 EQ/JPMorgan Core Bond $309.00 $ 947.00 $1,614.00 $3,416.00 EQ/JPMorgan Value Opportunities $327.00 $1,000.00 $1,701.00 $3,584.00 EQ/Legg Mason Value Equity $338.00 $1,034.00 $1,757.00 $3,691.00 EQ/Long Term Bond $308.00 $ 944.00 $1,609.00 $3,406.00 EQ/Lord Abbett Growth and Income $342.00 $1,046.00 $1,778.00 $3,730.00 EQ/Lord Abbett Large Cap Core $358.00 $1,093.00 $1,853.00 $3,873.00 EQ/Lord Abbett Mid Cap Value $339.00 $1,037.00 $1,762.00 $3,701.00 EQ/Marsico Focus $350.00 $1,068.00 $1,813.00 $3,797.00 EQ/MFS Emerging Growth Companies+ $331.00 $1,012.00 $1,721.00 $3,623.00 EQ/MFS Investors Trust+ $327.00 $1,000.00 $1,701.00 $3,584.00 - ----------------------------------------------------------------------------------------------------------- 14 Fee table - ----------------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period - ----------------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------- EQ/Money Market N/A $1,259.00 $1,902.00 $3,645.00 EQ/Montag & Caldwell Growth N/A $1,396.00 $2,128.00 $4,080.00 EQ/Mutual Shares N/A $1,548.00 $2,374.00 $4,541.00 EQ/Oppenheimer Global N/A $1,809.00 $2,793.00 $5,295.00 EQ/Oppenheimer Main Street Opportunity N/A $1,860.00 $2,874.00 $5,436.00 EQ/Oppenheimer Main Street Small Cap N/A $1,845.00 $2,851.00 $5,395.00 EQ/PIMCO Real Return N/A $1,341.00 $2,036.00 $3,904.00 EQ/Short Duration Bond N/A $1,291.00 $1,954.00 $3,746.00 EQ/Small Cap Value+ N/A $1,387.00 $2,112.00 $4,051.00 EQ/Small Company Growth+ N/A $1,477.00 $2,259.00 $4,327.00 EQ/Small Company Index N/A $1,244.00 $1,876.00 $3,595.00 EQ/TCW Equity++ N/A $1,412.00 $2,153.00 $4,128.00 EQ/Templeton Growth N/A $1,606.00 $2,468.00 $4,713.00 EQ/UBS Growth and Income N/A $1,400.00 $2,133.00 $4,089.00 EQ/Van Kampen Comstock N/A $1,375.00 $2,092.00 $4,012.00 EQ/Van Kampen Emerging Markets Equity N/A $1,584.00 $2,433.00 $4,650.00 EQ/Van Kampen Mid Cap Growth N/A $1,403.00 $2,138.00 $4,099.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $1,505.00 $2,304.00 $4,411.00 - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- If you surrender or do not surrender your contract at the end of the applicable time period Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------------- EQ/Money Market $296.00 $ 909.00 $1,552.00 $3,295.00 EQ/Montag & Caldwell Growth $342.00 $1,046.00 $1,778.00 $3,730.00 EQ/Mutual Shares $394.00 $1,198.00 $2,024.00 $4,191.00 EQ/Oppenheimer Global $484.00 $1,459.00 $2,443.00 $4,945.00 EQ/Oppenheimer Main Street Opportunity $502.00 $1,510.00 $2,524.00 $5,086.00 EQ/Oppenheimer Main Street Small Cap $497.00 $1,495.00 $2,501.00 $5,045.00 EQ/PIMCO Real Return $323.00 $ 991.00 $1,686.00 $3,554.00 EQ/Short Duration Bond $307.00 $ 941.00 $1,604.00 $3,396.00 EQ/Small Cap Value+ $339.00 $1,037.00 $1,762.00 $3,701.00 EQ/Small Company Growth+ $370.00 $1,127.00 $1,909.00 $3,977.00 EQ/Small Company Index $291.00 $ 894.00 $1,526.00 $3,245.00 EQ/TCW Equity++ $348.00 $1,062.00 $1,803.00 $3,778.00 EQ/Templeton Growth $414.00 $1,256.00 $2,118.00 $4,363.00 EQ/UBS Growth and Income $343.00 $1,050.00 $1,783.00 $3,739.00 EQ/Van Kampen Comstock $335.00 $1,025.00 $1,742.00 $3,662.00 EQ/Van Kampen Emerging Markets Equity $406.00 $1,234.00 $2,083.00 $4,300.00 EQ/Van Kampen Mid Cap Growth $344.00 $1,053.00 $1,788.00 $3,749.00 EQ/Wells Fargo Montgomery Small Cap++ $379.00 $1,155.00 $1,954.00 $4,061.00 - ----------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix V at the end of this Prospectus. CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 15 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT You may make additional contributions of at least $1,000 each for NQ, QP and Rollover TSA contracts and $50 for Rollover IRA and Roth Conversion IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. All ages in the table refer to the age of the annuitant named in the contract. Initial contribution amounts are provided for informational purposes only. This contract is no longer available to new purchasers. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts that you own would then total more than $2,500,000. - -------------------------------------------------------------------------------- The "annuitant" is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner. - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Contract Annuitant Minimum Limitations on type issue ages contributions Source of contributions contributions - ----------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 85 o $1,000 (additional) o After-tax money. o No additional contributions after attainment of age 86 o $100 monthly and $300 o Paid to us by check or or, if later, the first quarterly under our transfer of contract value contract date anniversary. automatic investment in a tax-deferred exchange program (additional) under Section 1035 of the Internal Revenue Code. - ----------------------------------------------------------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $50 (additional) o Eligible rollover o No rollover or direct distributions from TSA transfer contributions contracts or other 403(b) after attainment of age 86, arrangements, qualified or, if later, the first plans, and governmental contract date anniversary. employer 457(b) plans. o Contributions after age o Rollovers from another 70-1/2 must be net of traditional individual required minimum retirement arrangement. distributions. o Direct custodian-to- o Although we accept regular custodian transfers from IRA contributions (limited another traditional to $4,000 for 2007 and individual retirement $5,000 for 2008) under arrangement. Rollover IRA contracts, we intend that this contract o Regular IRA contributions. be used primarily for rollover and direct o Additional "catch-up" transfer contributions. contributions. o Additional catch-up contributions of up to $1,000 can be made where the owner is at least age 50 but under age 70-1/2 at any time during the cal- endar year for which the contribution is made. - ----------------------------------------------------------------------------------------------------------------------------------- 16 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- Contract Annuitant Minimum Limitations on type issue ages contributions Source of contributions contributions - ----------------------------------------------------------------------------------------------------------------------------------- Roth Con- 20 through 85 o $50 (additional) o Rollovers from another Roth o No additional rollover or direct version IRA IRA. transfer contributions after attainment of age 86 or, if o Rollovers from a "designated later, the first contract date Roth contribution account" anniversary. under a 401(k) plan or 403(b) arrangement. o Conversion rollovers after age 70-1/2 must be net of required o Conversion rollovers from a minimum distributions for the traditional IRA. traditional IRA you are rolling over. o Direct transfers from another Roth IRA. o You cannot roll over funds from a traditional IRA if your o Regular Roth IRA adjusted gross income is contributions. $100,000 or more. o Additional catch-up o Although we accept regular Roth contributions. IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contributions of up to $1,000 can be made where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - ----------------------------------------------------------------------------------------------------------------------------------- Rollover 20 through 85 o $1,000 (additional) o Direct transfers of pre-tax o No additional rollover or TSA funds from another contract or direct transfer arrange- ment under Section contributions may be made 403(b) of the Internal Revenue after attainment of age 86 or, Code, complying with IRS if later, the first contract Revenue Ruling 90-24. date anniversary. o Eligible rollover o Rollover or direct transfer distributions of pre- tax contributions after age funds from other 403(b) plans. 70-1/2 must be net of any Subsequent contributions may required minimum also be rollovers from distributions. qualified plans, governmental employer 457(b) plans and o We do not accept employer- traditional IRAs. remitted contributions. - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 17 - ----------------------------------------------------------------------------------------------------------------------------------- Contract Annuitant Minimum Limitations on type issue ages contributions Source of contributions contributions - ------------------------------------------------------------------------------------------------------------------------------------ QP 20 through 75 o $1,000 (additional) o Only transfer contributions o A separate QP contract must be from other investments within established for each plan an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contributions, o The plan must be qualified or any other contributions under Section 401(a) of the from the employer. Internal Revenue Code. o Only one additional transfer o For 401(k) plans, transferred contribution may be made contributions may not during a contract year. include any after-tax contributions, including o No additional transfer designated Roth contributions. contributions after attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contributions from defined benefit plans. Please refer to Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - ----------------------------------------------------------------------------------------------------------------------------------- See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 18 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. We do not permit partnerships or limited liability corporations to be owners. We also reserve the right to prohibit availability of this contract to other non-natural owners. Only natural persons can be joint owners. In general we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act in your state. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee. See Appendix II at the end of this Prospectus for more information on QP contracts. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options and the fixed maturity options. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. Contract features and benefits 19 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Select(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company LLC income and capital appreciation. o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 20 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 21 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management VALUE(13) income, accompanied by growth of capital. International Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consis- tent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management - ------------------------------------------------------------------------------------------- Company, LLC EQ/FI MID CAP Seeks long-term growth of capital. ----------------------------------------- - -------------------------------------------------------------------------------------------o Fidelity Management & Research Company EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. ----------------------------------------- - -------------------------------------------------------------------------------------------o Fidelity Management & Research Company EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects ----------------------------------------- for capital appreciation. o Franklin Advisers, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks o AXA Equitable FOUNDING STRATEGY(**) income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- o JPMorgan Investment Management Inc. erate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ 22 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC CORE able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. o BlackRock Financial Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 23 - ---------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Portfolio Name(*) Objective - ---------------------------------------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital o UBS Global Asset Management appreciation with income as a secondary consideration. (Americas) Inc. - ---------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ---------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ---------------------------------------------------------------------------------------------------------------------------- EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ---------------------------------------------------------------------------------------------------------------------------- EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ---------------------------------------------------------------------------------------------------------------------------- (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ---------------------------------------------- FN Portfolio Name until May 29, 2007 - ---------------------------------------------- (1) AXA Premier VIP Aggressive Equity - ---------------------------------------------- (2) AXA Premier VIP Core Bond - ---------------------------------------------- (3) AXA Premier VIP Health Care - ---------------------------------------------- (4) AXA Premier VIP High Yield - ---------------------------------------------- (5) AXA Premier VIP International Equity - ---------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - ---------------------------------------------- (7) AXA Premier VIP Large Cap Growth - ---------------------------------------------- (8) AXA Premier VIP Large Cap Value - ---------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - ---------------------------------------------- (10) AXA Premier VIP Mid Cap Value - ---------------------------------------------- (11) AXA Premier VIP Technology - ---------------------------------------------- (12) EQ/Mercury Basic Value Equity - ---------------------------------------------- (13) EQ/Mercury International Value - ---------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 24 Contract features and benefits FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied: (i) the fixed maturity option's maturity date is within the current calendar year; and (ii) the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options range from one to ten years to maturity. - -------------------------------------------------------------------------------- The rate to maturity you will receive for each fixed maturity option is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution. On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity options ending on February 15th for each of the maturity years 2008 through 2017. Not all of these fixed maturity options will be available for annuitant ages 76 and older. See "Allocating your contributions" below. As fixed maturity options expire, we expect to add maturity years so that generally 10 fixed maturity options are available at any time. YOUR CHOICES AT THE MATURITY DATE. We will notify you on or before December 31st of the year before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed above or in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option or into any of the variable investment options; or (b) withdraw the maturity value. If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the next available fixed maturity option with the earliest maturity date. As of February 15, 2007, the next available maturity date was February 15, 2008. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures, we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate to maturity in effect at that time for new allocations to that same fixed maturity option, and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix III at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose from among three ways to allocate your contributions under your contract: self-directed, principal assurance (at contract issue only), or dollar cost averaging. We allocate subsequent contributions according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial Contract features and benefits 25 professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. However, the total of your allocations must equal 100%. If the annuitant is age 76 or older, you may allocate contributions to fixed maturity options if their maturities are five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the February 14th immediately following the date annuity payments are to begin. PRINCIPAL ASSURANCE ALLOCATION Principal assurance allocation is only available at contract issue. If you chose this allocation program, you selected a fixed maturity option. We specified a portion of your initial contribution and allocated it to that fixed maturity option in an amount that will cause the maturity value to equal the amount of your entire initial contribution on the fixed maturity option's maturity date. The maturity date you selected generally could not be later than 10 years, or earlier than 7 years from your contract date. If you were to make any withdrawals or transfers from the fixed maturity option before the option's maturity date, the amount in the fixed maturity option will be adjusted and may no longer grow to equal your initial contribution under the principal assurance allocation. Principal assurance was not available if none of those maturity dates were available at the time your contract was issued. You allocated the remainder of your initial contribution to the variable investment options however you chose. For example, if your initial contribution is $25,000, and on February 15, 2007 you chose the fixed maturity option with a maturity date of February 15, 2017 since the rate to maturity was 4.29% on February 15, 2007, we would have allocated $16,420 to that fixed maturity option and the balance to your choice of variable investment options. On the maturity date your value in the fixed maturity option would be $25,000. The principal assurance allocation was only available for annuitant ages 75 or younger when the contract was issued. If you anticipated taking required minimum distributions, you should have considered whether your values in the variable investment options would be sufficient to meet your required minimum distributions. See "Tax information" later in this Prospectus. You could not have elected principal assurance if you participated in the 12 month dollar cost averaging program at application . DOLLAR COST AVERAGING We offer two dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually transfer amounts from the EQ/Money Market option to the other variable investment options by periodically transferring approximately the same dollar amount to the other variable investment options you select. This will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- 12 MONTH DOLLAR COST AVERAGING PROGRAM. You may dollar cost average from the EQ/Money Market option into any of the other variable investment options. You may elect to participate in the 12 month dollar cost averaging program at any time subject to the age limitation on contributions described in Section 1 of this Prospectus. Contributions into the account for 12 month dollar cost averaging may not be transfers from other investment options. You must have allocated your entire initial contribution into the EQ/Money Market option if you selected the 12 month dollar cost averaging program at application to purchase an Accumulator(R) Select(SM) contract; thereafter your initial allocation to any 12 month dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time. We will transfer your value in the EQ/Money Market option into the other variable investment options that you select over the next 12 months or such other period we may offer. Once the time period then in effect has run, you may then select to participate in the dollar cost averaging program for an additional time period. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, the transfer date will be the same day of the month as the contract date, but not later than the 28th. For a 12 month dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the 12 month dollar cost averaging program, but not later than the 28th of the month. All amounts will be transferred out by the end of the time period then in effect. Under this program we will not deduct the mortality and expense risks, administrative and distribution charges from assets in the EQ/Money Market option. You may not transfer amounts to the EQ/Money Market option established for this program that are not part of the 12 month dollar cost averaging program. The only amounts that should be transferred from the EQ/Money Market option are your regularly scheduled transfers to the other variable investment options. If you request to transfer or withdraw any other amounts from the EQ/Money Market option, we will transfer all of the value that you have remaining in the account for 12 month dollar cost averaging to the investment options according to the allocation percentages we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any 26 Contract features and benefits time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly, or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. The maximum amount we will transfer is equal to your value in the EQ/Money Market option at the time the program is elected, divided by the number of transfers scheduled to be made. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. ---------------------------------- You may not elect general dollar cost averaging or 12 month dollar cost averaging if you are participating in the rebalancing program. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. You could not elect the 12 month dollar cost averaging program if you selected the principal assurance program at application. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits, see "Your benefit base" below. YOUR BENEFIT BASE The benefit base is used to calculate the guaranteed minimum income benefit and the 5% Roll-Up to age 80 guaranteed minimum death benefit. Your benefit base is not an account value or a cash value. See "Our baseBUILDER option" and "Guaranteed minimum death benefit" below. The benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make. The amount of this deduction is described under "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The effective annual roll-up rate credited to the benefit base is: o 5% or 6%, depending on your contract issue date, for the benefit base with respect to the variable investment options (other than the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond and EQ/Short Duration Bond options), and the 12 month dollar cost averaging program; and o 3% for the benefit base with respect to the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond and EQ/Short Duration Bond options, the fixed maturity options and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the annuitant's 80th birthday. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the guaranteed minimum income benefit and annuity payout options. The guaranteed minimum income benefit is discussed in "Our baseBUILDER option" and annuity payout options are discussed in "Accessing your money" later in this Prospectus. The guaranteed annuity purchase factors are those factors specified in your contract. The current annuity purchase factors are any more favorable factors that may be in effect at any given time. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit and the annuitant's (and any joint annuitant's) age and sex in certain instances. OUR BASEBUILDER OPTION The following section provides information about the baseBUILDER option, which was only available at the time you purchased your contract. The annuitant was age 20 through 75 at the time of contract issue. The baseBUILDER option combines a guaranteed minimum income benefit with the guaranteed minimum death benefit that was provided under your contract. If you elected the baseBUILDER option at purchase, you pay an additional charge that is described under "baseBUILDER benefit charge" in "Charges and expenses" later in this Prospectus. The guaranteed minimum income benefit component of the baseBUILDER option is described below. Whether you elected the baseBUILDER option or not, the guaranteed minimum death benefit was provided under the contract. The guaranteed minimum death benefit is described under "Guaranteed minimum death benefit" below in this section. The guaranteed minimum income benefit guarantees you a minimum amount of lifetime income under our Income Manager(SM) contract. Only a life with a period certain Income Manager(SM) payout annuity contract is available. You choose whether you want the option to be paid on a single or joint life basis at the time you exercise the option. The maximum period certain available under the Income Manager(SM) payout option is 10 years. This period may be shorter, depending on the annuitant's age as follows: - ----------------------------------------------- Level payments - ----------------------------------------------- Period certain years Annuitant's Age ------------------------- at exercise IRAs NQ - ----------------------------------------------- 60 to 75 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 - ----------------------------------------------- Contract features and benefits 27 - ----------------------------------------------- Level payments - ----------------------------------------------- Period certain years Annuitant's Age ------------------------- at exercise IRAs NQ - ----------------------------------------------- 81 7 9 82 7 8 83 7 7 - ----------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The guaranteed minimum income benefit, which is also known as a living benefit, should be regarded as a safety net only. It provides income protection if you elect an income payout while the annuitant is alive. - -------------------------------------------------------------------------------- When you exercise the guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your guaranteed minimum income benefit which is calculated by applying your benefit base to guaranteed annuity purchase factors, or (ii) the income provided by applying your actual account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments respectively, due to the effect of interest compounding. The benefit base is applied only to the baseBUILDER guaranteed annuity purchase factors in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of guaranteed minimum income benefit" below. The guaranteed minimum income benefit provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your Income Manager(SM) benefit under baseBUILDER are more conservative than the guaranteed annuity purchase factors we use for the Income Manager(SM) payout annuity option. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the baseBUILDER Income Manager(SM) will be smaller than each periodic payment under the Income Manager(SM) payout annuity option. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. The table below illustrates the guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond or EQ/Short Duration Bond options, the fixed maturity options or the loan reserve account. - ----------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income anniversary at exercise payable for life - ----------------------------------------------------- 10 $10,816 15 $16,132 - ----------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the guaranteed minimum income benefit. You must return your contract to us, along with all required information, within 30 days following your contract date anniversary, in order to exercise this benefit. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. Payments are made on the 15th of the month and generally begin one payment made from issue. You may choose to take a withdrawal prior to exercising the guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death. You will be eligible to exercise the guaranteed minimum income benefit during your life and the annuitant's life, as follows: o If the annuitant was at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If the annuitant was at least age 45 and no older than age 53 when the contract was issued, you are eligible to exercise the guaranteed minimum income benefit within 30 days following each contract date anniversary after the annuitant is age 60. o If the annuitant was at least age 54 and no older than age 75 when the contract was issued, you are eligible to exercise the guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 7th contract date anniversary. Please note: (i) the latest date you may exercise the guaranteed minimum income benefit is the contract date anniversary following the annuitant's 83rd birthday; and (ii) if the annuitant was age 75 when the contract was issued, the only time you may exercise the guaranteed minimum income 28 Contract features and benefits benefit is within 30 days following the first and second contract date anniversary that it becomes available; (iii) if the annuitant was older than age 63 at the time an IRA, QP or Rollover TSA contract was issued, the baseBUILDER option may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the guaranteed minimum income benefit can be exercised; (iv) for Accumulator(R) Select(SM) QP contracts, the Plan participant can exercise the baseBUILDER option only if he or she elects to take a distribution from the Plan and, in connection with this distribution, the Plan's trustee changes the ownership of the contract to the participant. This effects a rollover of the Accumulator(R) Select(SM) QP contract into an Accumulator(R) Select(SM) Rollover IRA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for the Plan participant to be eligible to exercise; (v) for Accumulator(R) Select(SM) Rollover TSA contracts, you may exercise the baseBUILDER option only if you effect a rollover of the TSA contract to an Accumulator(R) Select(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (vi) for a successor owner/annuitant, the earliest exercise date is based on the original contract issue date and the age of the successor owner/annuitant as of the Processing Date successor owner/annuitant takes effect; and (vii) if you are the owner but not the annuitant and you die prior to exercise, then the following applies: o A successor owner who is not the annuitant may not be able to exercise the baseBUILDER option without causing a tax problem. You should consider naming the annuitant as successor owner, or if you do not name a successor owner, as the sole primary beneficiary. You should carefully review your successor owner and/or beneficiary designations at least one year prior to the first contract date anniversary on which you could exercise the benefit. o If the successor owner is the annuitant, the baseBUILDER option continues only if the benefit could be exercised under the rules described above on a contract date anniversary that is within one year following the owner's death. This would be the only opportunity for the successor owner to exercise. If the baseBUILDER option cannot be exercised within this timeframe, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. o If you designate your surviving spouse as successor owner, the baseBUILDER option continues and your surviving spouse may exercise the benefit according to the rules described above even if your spouse is not the annuitant and even if the benefit is exercised more than one year after your death. If your surviving spouse dies prior to exercise, the rule described in the previous bullet applies. o A successor owner or beneficiary that is a trust or other non-o natural person may not exercise the benefit; in this case, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. See "When an NQ contract owner dies before the annuitant" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract's value" and "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT A guaranteed minimum death benefit was provided as part of the baseBUILDER benefit. A guaranteed minimum death benefit was also provided under your contract even if you did not elect baseBUILDER. In this case, the baseBUILDER benefit charge does not apply. Guaranteed minimum death benefit applicable for annuitants who were ages 0 through 79 at issue of NQ contracts; 20 through 79 at issue of Rollover IRA, Roth Conversion IRA and Rollover TSA contracts; and 20 through 75 at issue of QP contracts. You must have elected either the "5% Roll-Up to age 80" or the "annual ratchet to age 80" guaranteed minimum death benefit when you applied for a contract. Once you made your election, you cannot change it. 5% ROLL-UP TO AGE 80. The guaranteed minimum death benefit is equal to the benefit base described earlier in "Your benefit base" ANNUAL RATCHET TO AGE 80. On the contract date, your guaranteed minimum death benefit equaled your initial contribution. Then, on each contract date anniversary, we determine your guaranteed minimum death benefit by comparing your current guaranteed minimum death benefit to your account value on that contract date anniversary. If your account value is higher than your guaranteed minimum death benefit, we will increase your guaranteed minimum death benefit to equal your account value. On the other hand, if your account value on the contract date anniversary is less than your guaranteed minimum death benefit, we will not adjust your guaranteed minimum death benefit either up or down. If you make additional contributions, we will increase your current guaranteed minimum death benefit by the dollar amount of the contribution on the date the contribution is allocated to your investment options. If you take a withdrawal from your contract, we will reduce your guaranteed minimum death benefit on the date you take the withdrawal. GUARANTEED MINIMUM DEATH BENEFIT APPLICABLE FOR ANNUITANTS WHO WERE AGES 80 THROUGH 85 AT ISSUE OF NQ, ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS. On the contract date, your guaranteed minimum death benefit equaled your initial contribution. Thereafter, it is increased by the dol- Contract features and benefits 29 lar amount of any additional contributions. We will reduce your guaranteed minimum death benefit if you take any withdrawals. Please see both "Insufficient account value" in "Determining your contract's value" and "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus for more information on these guaranteed benefits. See Appendix IV at the end of this Prospectus for an example of how we calculate the guaranteed minimum death benefit. Protection Plus(SM) The following section provides information about the Protection Plus(SM) option, which was only available at the time you purchased your contract. If Protection Plus(SM) was not elected when the contract was first issued, neither the owner nor the successor owner/annuitant can add it subsequently. Protection Plus(SM) is an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of having purchased the Protection Plus(SM) feature in an NQ or IRA contract. If the annuitant was 69 or younger when we issued your Contract (or if the successor owner/annuitant is 69 or younger when he or she becomes the successor owner/annuitant), the death benefit will be: the greater of: o the account value or o any applicable guaranteed minimum death benefit Increased by: 40% of the lesser of: o the total net contributions or o the death benefit less total net contributions For purposes of calculating your Protection Plus(SM) benefit, the following applies: (i) "Net contributions" are the total contributions made (or, if applicable, the total amount that would otherwise have been paid as a death benefit had the successor owner/annuitant election not been made plus any subsequent contributions) reduced on a pro rata basis to reflect withdrawals (including surrender charges and loans). Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce net contributions by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If contributions aggregated $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and net contributions after the withdrawal would be $24,000 ($40,000-$16,000); (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable guaranteed minimum death benefit as of the date of death. If the annuitant was age 70 through 75 when we issued your contract (or if the successor owner/annuitant was between the ages of 70 and 75 when he or she becomes the successor owner/annuitant under a contract where Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable guaranteed minimum death benefit Increased by: 25% of the lesser of: o the total net contributions (as described above) or o the death benefit (as described above) less total net contributions. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS This is provided for informational purposes only. Since this contract is no longer available to new purchasers, this cancellation provision is no longer applicable. If for any reason you are not satisfied with your contract, you may return it to us for a refund of the full amount of your contribution. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. 30 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) market adjusted amounts in the fixed maturity options; and (iii) the loan reserve account (applicable to Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal; (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, when we deduct the baseBUILDER benefit charge and/or the Protection Plus(SM) benefit charge the number of units credited to your contract will be reduced. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all of your rights under your contract and any applicable guaranteed benefits. Determining your contract's value 31 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer to a fixed maturity option that matures in the current calendar year or that has a rate to maturity of 3% or less. o You may not transfer any amount to the 12-month dollar cost averaging program. o If the annuitant is 76 or older, you must limit your transfers to fixed maturity options to those with maturities of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the February 15th immediately following the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date the transfer may cause a market value adjustment. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"). The trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the trust obtains from us contract owner trading activity. The trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. 32 Transferring your money among investment options When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, neither trust had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer a rebalancing program that you can use to automatically reallocate your account value among the variable investment options. You must tell us: (a) the percentage you want invested in each variable investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually or annually on a contract year basis). Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. While your rebalancing program is in effect, we will transfer amounts among the variable investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. Your entire account value in the variable investment options must be included in the rebalancing program. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- You may elect the rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while the rebalancing program is in effect we will process the transfer as requested; your rebalancing allocations will not be changed and the rebalancing program will remain in effect unless you request that it be canceled in writing. You may not elect the rebalancing program if you are participating in the general dollar cost averaging or 12 month dollar cost averaging program. Rebalancing is not available for amounts you have allocated in the fixed maturity options. Transferring your money among investment options 33 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. If you request to withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus and "How withdrawals affect your guaranteed minimum income benefit and guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------- Method of withdrawal - -------------------------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------- QP* Yes No No Yes - -------------------------------------------------------------------------- Rollover TSA** Yes Yes No Yes - -------------------------------------------------------------------------- * All payments are made to the trust as owner of the contract. ** For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. SYSTEMATIC WITHDRAWALS (All contracts except QP contracts) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 1.2% monthly, 3.6% quarterly and 15.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, the amount or the percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. SUBSTANTIALLY EQUAL WITHDRAWALS (All IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until 34 Accessing your money we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a lump sum withdrawal. We will calculate the new withdrawal amount. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or the baseBUILDER option, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. Under Rollover TSA contracts, you may not elect minimum distribution withdrawals if a loan is outstanding. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options. If there is insufficient value or no value in the variable investment options, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in order of the earliest maturity date(s) first. A market value adjustment may apply to withdrawals from the fixed maturity options. If those amounts are insufficient, we will deduct all or a portion of the charge from amounts in the 12 month dollar cost averaging program. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED MINIMUM DEATH BENEFIT Withdrawals will reduce your guaranteed benefits on either a dollar-for-dollar basis or on a pro rata basis as explained below: INCOME BENEFIT AND DEATH BENEFIT 5% ROLL-UP TO AGE 80 -- If you elected the 5% Roll-Up to age 80 guaranteed minimum death benefit, your benefit base will be reduced on a dollar-for-dollar basis as long as the sum of your withdrawals in a contract year is 5% or less of the benefit base on the most recent contract date anniversary. Once you take a withdrawal that causes the sum of your withdrawals in a contract year to exceed 5% of the benefit base on the most recent contract date anniversary, that withdrawal and any subsequent withdrawals in that same contract year will reduce your benefit base on a pro rata basis. Additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. The timing of your withdrawals and whether they exceed the 5% threshold described above can have significant impact on your guaranteed minimum income benefit or guaranteed minimum death benefit. ANNUAL RATCHET TO AGE 80 -- If you elected the annual ratchet to age 80 guaranteed minimum death benefit, each withdrawal will reduce both your income and death benefit on a pro rata basis. ANNUITANT ISSUE AGES 80 THROUGH 85 -- If your contract was issued when the annuitant was between ages 80 and 85, each withdrawal will always reduce your current guaranteed minimum death benefit on a pro rata basis. Reduction on a dollar-for-dollar basis means that your current benefit will be reduced by the dollar amount of the withdrawal. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by that same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your guaranteed minimum death benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x ..40) and your new guaranteed minimum death benefit after the withdrawal would be $24,000 ($40,000 - $16,000). LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. Your contract contains further details of the loan provision. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 Accessing your money 35 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options. If there is insufficient value or no value in the variable investment options, any additional amount of the loan will be subtracted from the fixed maturity options in order of the earliest maturity date(s) first. A market value adjustment may apply. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the annuitant is living and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of that date. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Select (SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Select (SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Select(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Select (SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age when the contract was issued. In addition, if you are exercising your guaranteed minimum income benefit under baseBUILDER, your choice of payout options are those that are available under baseBUILDER (see "Our baseBUILDER option" in "Contract features and benefits" earlier in this Prospectus). 36 Accessing your money - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for annuitants age 83 Period certain annuity or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15 or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Income Manager(SM) NQ and IRA payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). For QP and Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the QP or Rollover TSA contract. You may choose to apply the account value of your Accumulator(R) Select(SM) contract to an Income Manager(SM) payout annuity. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Living Benefit option, different payout options may apply as well as other various differences. See "Our baseBUILDER option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We Accessing your money 37 require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) Select(SM) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is generally the contract date anniversary that follows the annuitant's 90th birthday. We will send a notice with the annual statement one year prior to the maturity age. 38 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o A charge for baseBUILDER, if you elect this optional benefit. o A charge for Protection Plus(SM), if you elect this optional benefit. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the guaranteed minimum death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. BASEBUILDER BENEFIT CHARGE If you elected the baseBUILDER, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches age 83, whichever occurs first. The charge is equal to 0.30% of the benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options on a pro rata basis. If there is not enough value in the variable investment options, we will deduct all or a portion of the charge first, from the fixed maturity options, in order of the earliest maturity date(s) first. A market value adjustment may apply. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. PROTECTION PLUS(SM) CHARGE If you elected Protection Plus(SM), we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.20% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment option on a pro rata basis. If there is not enough value in the variable investment options, we will deduct all or a portion of the charge first, from the fixed maturity options, in the order of the earliest maturity date(s) first. A market value adjustment may apply. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. Charges and expenses 39 VARIABLE IMMEDIATE ANNUITY ANNUITIZATION PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.20%. o 12b-1 fees of 0.25%. o Operating expenses, such as trustees' fees, independent public accounting firm's fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the guaranteed minimum income benefit and the guaranteed minimum death benefit or offer variable investment options that invest in shares of either Trust that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA, or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that result in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. 40 Charges and expenses 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designated your beneficiary when you applied for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. In a QP contract, the beneficiary must be the trustee. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the guaranteed minimum death benefit. The guaranteed minimum death benefit is part of your contract, whether you select the baseBUILDER benefit or not. We determine the amount of the death benefit (other than the guaranteed minimum death benefit) and any amount applicable under the Protection Plus(SM) feature, as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the guaranteed minimum death benefit will be the guaranteed minimum death benefit as of the date of the annuitant's death, adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. EFFECT OF THE ANNUITANT'S DEATH If the annuitant dies before the annuity payments begin, we will pay the death benefit to your beneficiary. Generally, the death of the annuitant terminates the contract. However, a surviving spouse of the deceased owner/annuitant can choose to be treated as the successor owner/annuitant and continue the contract. Only a spouse who is the sole primary beneficiary can be a successor owner/annuitant. The successor owner/annuitant feature is only available under NQ and individually owned IRA contracts. For individually owned IRA contracts, a beneficiary may be able to have limited ownership as discussed under "Beneficiary continuation option" below. WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT Under certain conditions the owner changes after the original owner's death for purposes of receiving federal tax law required distributions from the contract. When you are not the annuitant under an NQ contract and you die before annuity payments begin, unless you specify otherwise, the beneficiary named to receive this death benefit upon the annuitant's death will become the successor owner. If you do not want this beneficiary to be the successor owner, you should name a specific successor owner. You may name a successor owner at any time during your life by sending satisfactory notice to our processing office. If the contract is jointly owned and the first owner to die is not the annuitant, the surviving owner becomes the sole contract owner. This person will be considered the successor owner for purposes of the distribution rules described in this section. The surviving owner automatically takes the place of any other beneficiary designation. You should carefully consider the following if you have elected the guaranteed minimum income benefit and you are the owner but not the annuitant. Because the payments under the guaranteed minimum income benefit are based on the life of the annuitant, and the federal tax law required distributions described below are based on the life of the successor owner, a successor owner who is not also the annuitant may not be able to exercise the guaranteed minimum income benefit, if you die before annuity payments begin. Therefore, one year before you become eligible to exercise the guaranteed minimum income benefit, you should consider the effect of your beneficiary designations on potential payments after your death. For more information, see "Exercise of guaranteed minimum income benefit," under "Our baseBUILDER option," in "Contract features and benefits" earlier in this Prospectus. Unless the surviving spouse of the owner who has died (or in the case of a joint ownership situation, the surviving spouse of the first owner to die) is the successor owner for this purpose, the entire interest in the contract must be distributed under the following rules: o The cash value of the contract must be fully paid to the successor owner (new owner) within five years after your death (or in a joint ownership situation, the death of the first owner to die). o The successor owner may instead elect to receive the cash value as a life annuity (or payments for a period certain of not longer than the successor owner's life expectancy). Payments must begin within Payment of death benefit 41 one year after the non-annuitant owner's death. Unless this alternative is elected, we will pay any cash value five years after your death (or the death of the first owner to die). o A successor owner should name a new beneficiary. If the surviving spouse is the successor owner or joint owner, the spouse may elect to continue the contract. No distributions are required as long as the surviving spouse and annuitant are living. HOW DEATH BENEFIT PAYMENT IS MADE We will pay the death benefit to the beneficiary in the form of the annuity payout option you have chosen. If you have not chosen an annuity payout option as of the time of the annuitant's death, the beneficiary will receive the death benefit in a single sum. However, subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuity payout options we offer at the time. See "Your annuity payout options" in "Accessing your money" earlier in this Prospectus. Please note that any annuity payout option chosen may not extend beyond the life expectancy of the beneficiary. SUCCESSOR OWNER AND ANNUITANT If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary or the joint owner, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary to effect the successor owner/annuitant feature, we will increase the account value to equal your guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. In determining whether the guaranteed minimum death benefit will continue to grow, we will use your surviving spouse's age (as of the date we receive satisfactory proof of your death, any required instructions and the information and forms necessary to effect the successor owner/annuitant feature). Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, upon the contract owner's death, to maintain the contract in the deceased contract owner's name and receive distributions under the contract instead of receiving the death benefit in a lump sum. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs')," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your ben eficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the ben eficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the guaranteed minimum income benefit or Protection Plus(SM) feature under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any guaranteed minimum death benefit feature will no longer be in effect. 42 Payment of death benefit o The beneficiary may choose at any time to withdraw all or a poro tion of the account value. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. Payment of death benefit 43 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Select(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, the amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. CONTRACTS THAT FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Select(SM) 12 Month Dollar Cost Averaging, choice of death benefits, baseBUILDER guaranteed minimum income benefit, selection of variable investment options and fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, the guaranteed minimum income benefit and enhanced death benefits. You should consider the potential implication of these Regulations before you make additional contributions or decide how to take required minimum distribution payments. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. 44 Tax information ANNUITY PAYMENTS Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your "investment in the contract." Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. PROTECTION PLUS(SM) FEATURE In order to enhance the amount of the death benefit to be paid at the annuitant's death, you may have purchased a Protection Plus(SM) rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Protection Plus(SM) rider is not part of the contract. In such a case the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable and, for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which would include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES The following information applies if you purchased your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange was not taxable under Section 1035 of the Internal Revenue Code if: o the contract that was the source of the funds you used to purchase the NQ contract was another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant were the same under the source contract and the Accumulator(R) Select(SM) NQ contract. If you used a life insurance or endowment contract the owner and the insured must have been the same on both sides of the exchange transaction. Section 1035 exchanges are generally not available after the death of the owner (or the annuitant in a non-natural owner contract). The tax basis, also referred to as your investment in the contract, of the source contract carried over to the Accumulator(R) Select(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers and provision of cost basis information may be required to process this type of an exchange. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Accounts 45 and 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Accounts 45 and 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Accounts 45 and 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could Tax information 45 cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Accounts 45 and 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account . In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may have purchased the contract as either a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). The first part of this section covers some of the special tax rules that apply to traditional IRAs. The next part of this section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We have received an opinion letter from the IRS approving the respective forms of the Accumulator(R) Select(SM)traditional and Roth IRA contracts for use as a traditional IRA and a Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature was offered for IRA contracts, subject to state and contract availability. We have received IRS opinion letters that the contract with a Protection Plus(SM) feature qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. You should consult with your tax adviser for further information. Your right to cancel within a certain number of days This is provided for informational purposes only. Since this contract is no longer available to new purchasers, this cancellation provision is no longer applicable. You can cancel any version of the Accumulator(R) Select(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. Traditional individual retirement annuities (traditional IRAs) Contributions to traditional IRAs. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). Regular contribution to traditional IRAs Limits on contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs 46 Tax information (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch-up contribution" of up to $1,000 to your traditional IRA for 2007 and after. Special rules for spouses. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation, or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008 the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. Deductibility of contributions. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored, tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions". That is, for 2007, your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000 (for 2007, AGI between $52,000 and $62,000 after adjustment).. If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000 (for 2007, AGI between $83,000 and $103,000 after adjustment). Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000 (for 2007, AGI between $156,000 and $166,000 after adjustment). To determine the deductible amount of the contribution for 2007 for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit Additional "Saver's Credit" for contributions to a traditional IRA or Roth IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for Tax information 47 which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA, or SARSEP IRA, as well as a traditional IRA or Roth IRA. Nondeductible regular contributions. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make ages 50 - 70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. When you can make regular contributions. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a tax year. Rollover and transfer contributions to traditional IRAs Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. Rollovers from "eligible retirement plans" other than traditional IRAs Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA and subsequently take a premature distribution. Rollovers of after-tax contributions from eligible retirement plans other than traditional IRAs Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are 48 Tax information responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Rollovers from traditional IRAs to traditional IRAs You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Excess contributions Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o contributions of more than the maximum regular contribution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. Recharacterizations Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. Withdrawals, payments and transfers of funds out of traditional IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. Taxation of payments. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA Tax information 49 or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. Required minimum distributions Background on Regulations -- Required Minimum Distributions. Distributions must be made from traditional IRAs according to the rules contained in the Code and the Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. Lifetime required minimum distributions. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. When you have to take the first lifetime required minimum distribution. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year -- the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. How you can calculate required minimum distributions. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. Will we pay you the annual amount every year from your traditional IRA based on the method you choose? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawals to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. What if you take more than you need to for any year? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. What if you take less than you need to for any year? Your IRA could be disqualified, and you could have to pay tax on the entire 50 Tax information value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. What are the required minimum distribution payments after you die? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. Individual beneficiary. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. Spousal beneficiary. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. Non-individual beneficiary. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. Successor owner and annuitant If your spouse is the sole primary beneficiary and elects to become the successor owner and annuitant, no death benefit is payable until your surviving spouse's death. Payments to a beneficiary after your death IRA death benefits are taxed the same as IRA distributions. Borrowing and loans are prohibited transactions You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed individuals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special federal income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at Tax information 51 least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" earlier in this section. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. Roth individual retirement annuities (Roth IRAs) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." Accumulator(R) Select(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. Contributions to Roth IRAs Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements, or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Regular contributions to Roth IRAs Limits on regular contributions. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach age 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (cost of living indexed beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, AGI between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, AGI between $99,000 and $114,000 after adjustment). Modified adjusted gross income limits will be cost of living indexed beginning in 2007. If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. When you can make contributions. Same as traditional IRAs. Deductibility of contributions. Roth IRA contributions are not tax deductible. 52 Tax information Rollovers and direct transfers What is the difference between rollover and direct transfer transactions? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian, trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. Conversion contributions to Roth IRAs In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose also excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA has been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. Recharacterizations You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. How to recharacterize. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the Tax information 53 second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. Withdrawals, payments and transfers of funds out of Roth IRAs No federal income tax law restrictions on withdrawals. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. Distributions from Roth IRAs Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to the special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. Qualified distributions from Roth IRAs. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable- year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). Nonqualified distributions from Roth IRAs. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. 54 Tax information (3) All conversion contributions made during the year are added (3) together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. Required minimum distributions during life Lifetime required minimum distributions do not apply. Required minimum distributions at death Same as traditional IRA under "What are the required minimum distribution payments after you die?" Payments to a beneficiary after your death Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Borrowing and loans are prohibited transactions Same as traditional IRA. Excess contributions Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. Early distribution penalty tax Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) General This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." Please Note: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004, the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. Protection Plus(SM) feature The Protection Plus(SM) feature was offered for Rollover TSA contracts, subject to state and contract availability. There is no assurance that the contract with the Protection Plus(SM) feature meets the qualification requirements for TSAs. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Protection Plus(SM) benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, it is possible that the IRS could take a contrary position regarding tax qualification or assert that the Protection Plus(SM) rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Protection Plus(SM) benefit is not part of the contract, in such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should consult with your tax adviser for further information. Contributions to TSAs There were two ways you might have contributed to establish this Accumulator(R) Select(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that met the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you made a direct transfer, you filled out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Select(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. Employer-remitted contributions. The Accumulator(R) Select(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Tax information 55 Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. Rollover or direct transfer contributions. Once you establish your Rollover TSA contract with 403(b)-source funds, you may make rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans, other TSAs and 403(b) arrangements and traditional IRAs. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled-over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds, and o the Accumulator(R) Select(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Select(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Select(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Select(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. Distributions from TSAs General. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. Withdrawal restrictions. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Select(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax definition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not 56 Tax information apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. Tax treatment of distributions. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your after-tax investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. Distributions before annuity payments begin. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any contributions and earnings on those contributions. Annuity payments. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. Payments to a beneficiary after your death. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. Loans from TSAs. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonfor feitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest out standing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Select(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of future loans under any plans of the employer, a defaulted loan, including interest accrued on the unpaid balance, is treated as outstanding, even after the default is reported to the IRS on Form 1099-R. Tax information 57 Tax-deferred rollovers and direct transfers. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. Required minimum distributions Generally the same as traditional IRA with these differences: When you have to take the first required minimum distribution. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Select(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. Spousal consent rules This only applies to you if you established your Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. Early distribution penalty tax A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after have separated from service at any age). FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you pro- 58 Tax information vide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. Federal income tax withholding on periodic annuity payments We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at any time. Federal income tax withholding on non-periodic annuity payments (withdrawals) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a TSA. If a non-periodic distribution from a TSA is not an eligible rollover distribution then the 10% withholding rate applies. Mandatory withholding from TSA distributions Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. An eligible rollover distribution from a TSA can be rolled over to another eligible retirement plan. All distributions from a TSA are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS The trustee is responsible for making all required notifications on tax matters to plan participants and to the IRS. See Appendix II at the end of this Prospectus. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 45 and Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 59 8. More information - -------------------------------------------------------------------------------- ABOUT SEPARATE ACCOUNT NO. 45 AND SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 45 and Separate Account No. 49. We established Separate Account No. 45 in 1994 and Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 45 and in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of the Separate Accounts' operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 45 and Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 45 and Separate Account No. 49 are registered under the Investment Company Act of 1940 and are registered and classified under that act as "unit investment trusts." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 45 or Separate Account No. 49. Although Separate Account No. 45 and Separate Account No. 49 are registered, the SEC does not monitor the activity of Separate Account No. 45 or Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within the Separate Accounts invests solely in Class IB/B shares issued by the corresponding portfolio of either Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from either Separate Account, or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate each Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against each Separate Account or a variable investment option directly); (5) to deregister the Separate Accounts under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Accounts; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS AXA Premier VIP Trust and EQ Advisors Trust are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. AXA Equitable serves as the investment manager of the Trusts. As such, AXA Equitable oversees the activities of the investment advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those advisers. The Trusts do not impose sales charges or "loads" for buying and selling its shares. All dividends and other distributions on the Trusts' shares are reinvested in full. The Board of Trustees of each Trust may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan and other aspects of its operations, appears generally in the prospectuses for each Trust, or in the respective SAIs which generally are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: 60 More information - ------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - ------------------------------------------------------------- 2008 3.72% $96.41 2009 3.75% $92.89 2010 3.78% $89.46 2011 3.86% $85.93 2012 3.97% $82.30 2013 4.04% $78.83 2014 4.11% $75.41 2015 4.15% $72.22 2016 4.25% $68.74 2017 4.29% $65.68 - ------------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw all of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity that applies on the withdrawal date to new allocations to the same fixed maturity option. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. - -------------------------------------------------------------------------------- Your market adjusted amount is the present value of the maturity value discounted at the rate to maturity in effect for new contributions to that same fixed maturity option on the date of the calculation. - -------------------------------------------------------------------------------- If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. See Appendix III at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity options, the "current rate to maturity" will be determined in accordance with our procedures then in effect. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We have no specific formula for establishing the rates to maturity for the fixed maturity options. We expect the rates to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the fixed maturity options, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the More information 61 contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" in "Contract features and benefits" earlier in this Prospectus. Even if we accepted the wire order and essential information, a contract generally was not issued until we received and accepted a properly completed application. In certain cases, we may have issued a contract based on information provided through certain broker-dealers with whom we have established electronic facilities. In any such case, you must have signed our Acknowledgment of Receipt form. Where we required a signed application, the above procedures did not apply and no financial transactions were permitted until we received the signed application and issued the contract. Where we issued a contract based on information provided through electronic facilities, we required an Acknowledgment of Receipt form. Financial transactions were only permitted if you requested them in writing, signed the request and had it signature guaranteed, until we received the signed Acknowledgment of Receipt form. After a contract is issued, additional contributions are allowed by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find our more about such arrangements. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m., Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4 p.m., Eastern Time. 62 More information CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day. o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of Independent Public Accounting Firm selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. VOTING RIGHTS OF OTHERS Currently, we control the Trusts. Their shares are sold to our separate accounts and an affiliated qualified plan trust. In addition, shares of the Trusts are held by separate accounts of insurance companies both affiliated and unaffiliated with us. Shares held by these separate accounts will probably be voted according to the instructions of the owners of insurance policies and contracts issued by those insurance companies. While this will dilute the effect of the voting instructions of the contract owners, we currently do not foresee any disadvantages because of this. The Board of Trustees of each Trust intends to monitor events in order to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a response to any of those events insufficiently protects our contract owners, we will see to it that appropriate action is taken. SEPARATE ACCOUNT NO. 45 AND SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Accounts require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account Nos. 45 and 49, respectively, nor would any of these proceedings be likely to have a material adverse effect upon either Separate Account, our ability to meet our obligations under the contracts, or the distribution of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 45 and Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the applicable SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available and you cannot assign Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Roll- More information 63 over IRA, Roth Conversion IRA, QP or Rollover TSA contract to another similar arrangement under federal income tax rules . DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). AXA Advisors serves as principal underwriter of Separate Account No. 45, and AXA Distributors serves as the principal underwriter of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.00% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 2.00% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-dealers will generally not exceed 2.00% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker-dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Select(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensa- 64 More information tion to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 65 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly, "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The report is given on the authority of said firm as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. 66 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Accounts No. 45 and No. 49 with the same daily asset charges of 1.60%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, --------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.07 $11.26 $10.59 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 189 92 24 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,308 1,298 726 -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.84 $10.35 $10.27 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 190 168 63 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,508 1,073 686 -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.28 $10.54 $10.37 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 462 397 279 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,741 1,299 787 -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 47.21 $43.48 $42.17 $39.41 $33.62 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,195 1,301 1,400 1,489 1,564 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,955 4,167 3,907 2,733 598 - ------------------------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.55 $11.14 $10.61 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1043 408 180 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 11,247 7,926 3,664 -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Aggressive Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 56.56 $54.68 $51.36 $46.56 $34.41 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 53 62 74 79 66 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 292 331 388 429 338 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Core Bond - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.36 $11.12 $11.11 $10.87 $10.64 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 915 1,033 1,124 1,240 1,234 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,686 7,527 8,293 8,217 3,282 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Health Care - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.94 $11.53 $10.96 $ 9.93 $ 7.88 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 223 269 301 265 189 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,865 2,078 2,231 1,758 398 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP High Yield - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 30.88 $28.55 $28.15 $26.32 $21.83 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 475 558 647 634 511 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,798 4,585 5,526 5,467 2,248 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP International Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.73 $13.57 $11.94 $10.29 $ 7.79 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 377 423 460 371 286 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,676 2,300 2,160 1,684 553 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 12.18 $10.89 $10.37 $ 9.61 $ 7.62 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 175 208 255 249 213 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 1,745 1,956 2,038 1,850 635 - ------------------------------------------------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------- 2001 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------------------------- Unit value $39.15 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,005 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 97 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------------------------- Unit value $49.16 $66.77 $78.30 $67.13 $68.19 - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 73 65 16 -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 402 420 141 16 -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------------------------- Unit value $22.86 $23.07 $25.73 $27.12 $29.13 - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 500 219 35 -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,835 1,211 574 170 2 - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, -------------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.52 $ 9.66 $ 9.13 $ 8.70 $ 6.77 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 355 356 384 385 283 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,202 4,551 4,852 4,258 1,299 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.18 $ 12.07 $ 11.46 $ 10.17 $ 7.89 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 326 300 304 297 292 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,325 4,766 4,712 3,848 1,272 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.79 $ 10.01 $ 9.38 $ 8.53 $ 6.18 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 402 460 503 538 344 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,520 5,281 6,078 5,628 1,488 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 13.75 $ 12.18 $ 11.53 $ 10.17 $ 7.35 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 386 425 575 467 381 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,885 4,432 5,059 3,927 1,262 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 10.46 $ 9.91 $ 9.05 $ 8.76 $ 5.65 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 889 1,089 1,346 281 96 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,343 4,090 4,725 1,117 205 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------ Unit value $247.00 $226.77 $220.94 $196.75 $133.70 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 200 244 275 301 314 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 490 586 683 689 581 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 33.29 $ 28.54 $ 27.49 $ 24.85 $ 19.37 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,654 1,975 2,231 2,534 2,830 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,676 3,197 3,420 3,013 1,002 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 18.20 $ 17.94 $ 18.01 $ 17.95 $ 17.86 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,493 1,833 2,200 2,818 3,868 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,358 2,881 3,326 3,448 2,501 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.88 $ 14.71 $ 12.97 $ 11.15 $ 8.38 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,534 1,664 1,745 1,928 1,910 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 4,168 4,498 4,337 4,026 604 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 6.86 $ 7.01 $ 6.19 $ 5.81 $ 4.79 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,322 2,818 3,283 3,962 4,522 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 11,991 14,352 15,822 17,115 16,550 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 15.84 $ 15.50 $ 15.45 $ 15.13 $ 14.85 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 243 296 279 282 347 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 2,329 2,753 2,951 3,122 1,064 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.73 $ 16.53 $ 15.07 $ 13.43 $ 9.69 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 908 1,100 1,230 1,362 1,384 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,069 3,839 4,346 4,534 3,377 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 17.54 $ 14.69 $ 14.16 $ 12.68 $ 10.01 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,465 1,617 1,814 1,839 1,712 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 13,777 15,585 17,155 15,959 8,615 - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ For the years ending December 31, -------------------------------------------------------------- 2001 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Large Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------ Unit value $203.81 $232.08 $275.01 $223.79 $176.22 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 380 310 66 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 661 618 255 35 1 - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 25.00 $ 25.80 $ 24.13 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 3,407 1,662 342 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 16.72 $ 15.75 $ 14.70 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 2,545 486 59 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 9.48 $ 12.56 $ 16.61 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 404 302 38 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 7.07 $ 9.45 $ 11.77 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 5,608 4,909 1,112 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 18,765 17,412 5,630 -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------ Unit value -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 14.11 $ 16.53 $ 14.78 $ 11.77 $ 12.52 - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,276 718 30 -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 3,423 3,189 818 211 -- - ------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------ Unit value $ 11.78 $ 11.61 $ 12.04 $ 11.81 -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 45 number of units outstanding (000's) 1,138 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Separate Account 49 number of units outstanding (000's) 6,000 3,700 1,532 315 -- - ------------------------------------------------------------------------------------------------------------------------------ A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ---------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2006 2005 2004 2003 2002 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.33 $ 10.36 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 17 5 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 99 53 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.64 $ 5.82 $ 5.57 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 421 387 56 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 907 1,277 370 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.87 $ 8.57 $ 8.01 $ 7.86 $ 6.24 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 10 10 11 25 38 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 367 468 498 478 128 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.80 $ 12.11 $ 11.71 $ 11.27 $ 9.24 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 134 45 29 39 16 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,547 2,581 2,715 2,971 2,171 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.24 $ 12.14 $ 10.53 $ 9.42 $ 7.22 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 235 191 193 146 59 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 9,957 11,032 11,933 10,611 5,973 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.82 $ 11.63 $ 11.14 $ 10.21 $ 7.89 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 654 775 867 896 961 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 9,568 11,228 12,694 12,682 9,408 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.34 $ 11.40 $ 10.94 $ 10.17 $ 7.57 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 545 703 805 770 643 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 12,120 14,266 15,720 14,963 8,308 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.03 $ 10.38 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 108 40 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 247 113 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 33 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 332 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 29.01 $ 25.62 $ 24.94 $ 22.99 $18.28 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 723 864 968 1,030 1,042 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 8,474 10,127 11,584 11,512 7,152 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.92 $ 9.74 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 61 4 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 471 36 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.74 $ 8.39 $ 8.20 $ 7.79 $ 5.73 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 157 190 242 184 143 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,731 2,184 2,500 2,016 424 - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2001 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.62 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 6 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 13 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ---------------------------------------------------------------------------------------------------------------------------- Unit value $12.75 $17.16 $21.20 $16.54 $12.33 - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,221 1,658 576 282 -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.64 $11.09 $13.93 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 5,697 5,514 1,286 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ---------------------------------------------------------------------------------------------------------------------------- Unit value $10.65 $11.04 $10.60 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 166 112 13 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,151 2,953 987 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ---------------------------------------------------------------------------------------------------------------------------- Unit value $10.09 $10.46 $10.26 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 337 155 31 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,886 5,538 2,436 -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ---------------------------------------------------------------------------------------------------------------------------- Unit value $23.93 $27.69 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,038 734 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,601 6,057 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ---------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ---------------------------------------------------------------------------------------------------------------------------- Unit value $ 7.66 $ 9.38 $10.80 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 90 17 8 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 141 78 6 -- -- - ---------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------------ 2006 2005 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.66 $ 11.53 $ 11.02 $ 9.65 $ 6.83 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,207 1,413 1,558 1,665 1,471 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 8,561 10,309 11,422 10,509 4,322 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.13 $ 15.47 $ 14.13 $ 12.18 $ 9.29 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,391 1,673 1,805 2,005 2,145 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,178 7,278 7,736 7,229 3,714 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 120 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 730 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 7 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 51 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.58 $ 10.49 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 44 19 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 268 107 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 26.24 $ 22.44 $ 21.86 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 102 89 21 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 291 339 74 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.19 $ 11.48 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 24 3 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 273 98 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.26 $ 6.29 $ 5.96 $ 5.40 $ 4.36 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 876 970 1,047 1,206 1,333 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 5,400 6,287 6,714 6,805 4,722 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.01 $ 13.68 $ 13.60 $ 13.28 $ 13.05 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 924 943 748 804 702 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 12,428 14,021 15,208 16,175 13,419 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.68 $ 13.24 $ 12.94 $ 11.86 $ 9.51 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 281 306 338 377 359 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,115 4,803 5,325 5,701 4,777 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.18 $ 10.63 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 63 6 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 784 195 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.00 $ 9.98 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 64 55 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 390 431 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.20 $ 10.58 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 83 13 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 502 135 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------------------------- 2001 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.51 $ 9.99 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 932 126 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,644 617 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.07 $10.82 $10.45 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,487 87 18 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,090 251 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.36 $ 8.39 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,187 295 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,856 1,315 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.10 $11.40 $10.39 $10.73 -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 10,537 5,112 2,026 379 -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.94 $13.02 $12.39 $12.76 $11.50 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 287 124 12 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,156 1,755 978 714 17 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.69 $ 10.54 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 22 21 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 166 132 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.31 $ 11.13 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 115 102 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 519 490 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.22 $ 15.07 $ 13.84 $ 12.72 $ 9.86 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 745 712 676 685 427 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 10,192 11,276 11,463 10,296 2,423 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 23.60 $ 19.83 $ 19.58 $ 17.99 $13.94 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 917 1,046 1,213 1,296 1,419 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,644 4,227 4,909 4,335 2,235 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 22.35 $ 18.07 $ 16.57 $ 13.84 $10.98 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 514 514 468 487 498 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,311 4,992 5,077 5,316 3,555 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.72 $ 13.88 $ 12.94 $ 11.68 $ 9.18 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 791 957 1,142 1,345 1,556 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,075 3,566 4,258 4,710 4,661 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.37 $ 9.33 $ 8.84 $ 8.07 $ 6.72 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 298 328 421 474 474 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 6,684 7,849 8,941 9,707 8,237 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Money Market - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 27.57 $ 26.81 $ 26.55 $ 26.78 $27.06 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,177 1,247 1,478 1,911 2,863 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,996 4,058 4,693 6,370 9,288 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 4.81 $ 4.53 $ 4.36 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 29 44 3 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 206 172 19 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 23 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 372 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 12 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 61 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 21 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 14 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 30 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------------- 2001 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.33 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 24 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 78 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.00 $16.37 $14.88 $12.71 $11.58 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,305 431 163 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,559 1,079 173 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.39 $17.34 $20.10 $12.75 $10.84 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,126 2,033 771 422 4 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.20 $21.88 $27.40 $16.03 $12.11 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 1,966 1,834 383 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 5,707 5,759 1,680 200 2 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.64 $10.45 $10.70 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 543 359 103 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 8,655 7,052 2,906 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Money Market - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 27.16 $26.65 $25.55 $24.80 $23.98 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 3,954 1,882 549 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 13,759 -- 9,875 5,805 349 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-5 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------------- 2006 2005 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.80 $ 9.92 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 206 120 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,411 848 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $10.19 $ 9.96 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 104 26 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 593 132 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $19.22 $16.83 $16.33 $14.17 $10.49 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 395 502 499 370 275 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 5,693 6,888 7,850 7,354 5,021 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.61 $ 7.94 $ 7.51 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 125 61 11 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 605 410 22 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $16.75 $14.46 $14.10 $12.18 $ 8.48 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 323 325 378 358 240 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,912 3,372 3.996 4,084 1,913 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $15.76 $16.68 $16.30 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 12 13 2 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 104 146 19 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value 10.75 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 28 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 298 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.12 $ 5.45 $ 5.08 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 69 33 4 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 397 286 69 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $11.87 $10.41 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 129 40 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 647 410 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $18.41 $13.65 $10.45 $ 8.58 $ 5.59 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 929 929 860 837 857 - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 4,518 5,043 4,587 4,232 2,823 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $13.28 $12.35 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 30 33 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 322 172 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $14.22 $11.88 $11.36 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 50 6 -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 168 40 1 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------------------------- 2001 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $12.37 $10.68 $ 9.15 $9.14 -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,274 2,109 98 344 -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $10.90 $10.86 $11.42 $9.61 -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 239 113 23 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,535 1,382 522 211 -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ----------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.04 $ 6.47 $10.97 $5.70 -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) 821 715 126 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,043 2,958 962 203 -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ----------------------------------------------------------------------------------------------------------------------------------- Unit value -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 45 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- A-6 Appendix I: Condensed financial information Appendix II: Purchase considerations for QP contracts - -------------------------------------------------------------------------------- Trustees who purchased an Accumulator(R) Select(SM) QP contract should discuss with their tax advisors whether this is an appropriate investment vehicle for the employer's plan. Trustees should consider whether the plan provisions permit the investment of plan assets in the QP contract, the distribution of such an annuity, the purchase of the Guaranteed minimum income benefit under baseBUILDER and other guaranteed benefits and the payment of death benefits in accordance with the requirements of the federal income tax rules. The QP contract and this prospectus should be reviewed in full, and the following factors, among others, should be noted. Assuming continued plan qualification and operation, earnings on qualified plan assets will accumulate value on a tax-deferred basis even if the plan is not funded by the Accumulator(R) Select(SM) QP contract or another annuity contract. Therefore, you should purchase an Accumulator(R) QP contract to fund a plan for the contract's features and benefits other than tax deferral, after considering the relative costs and benefits of annuity contracts and other types of arrangements and funding vehicles. We will not accept defined benefit plans. This QP contract accepts only transfer contributions from other investments within an existing qualified plan trust. We will not accept ongoing payroll contributions or other contributions from the employer. For 401(k) plans, no employee after-tax contributions are accepted. A "designated Roth contribution account" is not available in the QP contract. Checks written on accounts held in the name of the employer instead of the plan or the trustee will not be accepted. Only one additional transfer contribution may be made per contract year. If amounts attributable to an excess or mistaken contribution must be withdrawn, a market value adjustment may apply. AXA Equitable will not perform or provide any plan recordkeeping services with respect to the QP contracts. The plan's administrator will be solely responsible for performing or providing for all such services. There is no loan feature offered under the QP contracts, so if the plan provides for loans and a participant takes a loan from the plan, other plan assets must be used as the source of the loan and any loan repayments must be credited to other investment vehicles and/or accounts available under the plan. Given that required minimum distributions must generally commence from the plan for participants after age 70-1/2, trustees should consider that: o the QP contract may not be an appropriate purchase for participants approaching or over age 70-1/2; o provisions in the Treasury Regulations on required minimum distributions require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating required minimum distributions. This could increase the amounts required to be distributed; o Contributions after age 70-1/2 must be net of any required minimum distributions; and o the guaranteed minimum income benefit under baseBUILDER may not be an appropriate feature for participants who are older than age 60-1/2 when the contract is issued. Finally, because the method of purchasing the QP contract, including the large initial contribution, and the features of the QP contract may appeal more to plan participants who are older and tend to be highly paid, and because certain features of the QP contract are available only to plan participants who meet certain minimum and/or maximum age requirements, plan trustees should discuss with their advisors whether the purchase of the QP contract would cause the plan to engage in prohibited discrimination in contributions, benefits or otherwise. Appendix II: Purchase considerations for QP contracts B-1 Appendix III: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000 is made four years later on February 15, 2011(a) - ------------------------------------------------------------------------------------------------------ Hypothetical assumed rate to maturity(j) February 15, 2011 ---------------------- 5.00% 9.00% - ------------------------------------------------------------------------------------------------------ As of February 15, 2011 before withdrawal - ------------------------------------------------------------------------------------------------------ (1) Market adjusted amount(b) $141,389 $121,737 - ------------------------------------------------------------------------------------------------------ (2) Fixed maturity amount(c) $131,104 $131,104 - ------------------------------------------------------------------------------------------------------ (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ------------------------------------------------------------------------------------------------------ On February 15, 2011 after $50,000 withdrawal - ------------------------------------------------------------------------------------------------------ (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ------------------------------------------------------------------------------------------------------ (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ------------------------------------------------------------------------------------------------------ (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ------------------------------------------------------------------------------------------------------ (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ------------------------------------------------------------------------------------------------------ (8) Maturity value(d) $111,099 $101,287 - ------------------------------------------------------------------------------------------------------ You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 -------------- = ------------------ where is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 -------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) C-1 Appendix III: Market value adjustment example Appendix IV: Guaranteed minimum death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the guaranteed minimum death benefit. The following illustrates the guaranteed minimum death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the Multimanager Core Bond, EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/AllianceBernstein Quality Bond or EQ/Short Duration Bond options or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the guaranteed minimum death benefit for an annuitant age 45 would be calculated as follows: - -------------------------------------------------------------------------------- End of 5% Roll-Up to age 80 Annual ratchet to age 80 contract guaranteed minimum guaranteed minimum year Account value death benefit(1) death benefit - -------------------------------------------------------------------------------- 1 $105,000 $105,000(1) $105,000(3) - -------------------------------------------------------------------------------- 2 $115,500 $110,250(2) $115,500(3) - -------------------------------------------------------------------------------- 3 $129,360 $115,763(2) $129,360(3) - -------------------------------------------------------------------------------- 4 $103,488 $121,551(1) $129,360(4) - -------------------------------------------------------------------------------- 5 $113,837 $127,628(1) $129,360(4) - -------------------------------------------------------------------------------- 6 $127,497 $134,010(1) $129,360(4) - -------------------------------------------------------------------------------- 7 $127,497 $140,710(1) $129,360(4) - -------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. 5% ROLL-UP TO AGE 80 (1) At the end of contract year 1, and again at the end of contract years 4 through 7, the death benefit will be the guaranteed minimum death benefit. (2) At the end of contract years 2 and 3, the death benefit will be the current account value since it is higher than the current guaranteed minimum death benefit. ANNUAL RATCHET TO AGE 80 (3) At the end of contract years 1 through 3, the guaranteed minimum death benefit is the current account value. (4) At the end of contract years 4 through 7, the guaranteed minimum death benefit is the guaranteed minimum death benefit at the end of the prior year since it is equal to or higher than the current account value. Appendix IV: Guaranteed minimum death benefit example D-1 Appendix V: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "5% Roll-Up to age 80" Guaranteed minimum death benefit, the Protection Plus(SM) benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Select(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (2.89)% and 3.11% for the Accumulator(R) Select(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges, but they do not reflect the charges we deduct from your account value annually for the 5% Roll-Up to age 80 Guaranteed minimum death benefit, Protection Plus(SM) benefit, and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return shown would be lower; however, the values shown in the following tables reflect the following contract charges: the "5% Roll-Up to age 80" Guaranteed minimum death benefit charge, the Protection Plus(SM) benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge. The values shown under "Lifetime Annual Guaranteed Minimum Income Benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime Annual Guaranteed Minimum Income Benefit" columns indicates that the contract has terminated due to insufficient account value and, consequently, the guaranteed benefit has no value. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.68%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.36% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of contract values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. E-1 Appendix V: Hypothetical illustrations Variable deferred annuity Accumulator(R) Select(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: 5% Roll-Up to age 80 Guaranteed minimum death benefit Protection Plus Guaranteed minimum income benefit 5% Roll-Up to age 80 Lifetime Annual Guaranteed Total Death Benefit Guaranteed Minimum Death with Protection Minimum Account Value Cash Value Benefit Plus Income Benefit Contract ----------------- ----------------- ------------------ ------------------- ---------------- Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% Age -------- ------- ------- ------- ------- ------- ------- ------- ------- ------ ------ 60 1 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A 61 2 96,601 102,589 96,601 102,589 105,000 105,000 107,000 107,000 N/A N/A 62 3 93,291 105,237 93,291 105,237 110,250 110,250 114,350 114,350 N/A N/A 63 4 90,066 107,946 90,066 107,946 115,763 115,763 122,068 122,068 N/A N/A 64 5 86,924 110,715 86,924 110,715 121,551 121,551 130,171 130,171 N/A N/A 65 6 83,860 113,547 83,860 113,547 127,628 127,628 138,679 138,679 N/A N/A 66 7 80,871 116,443 80,871 116,443 134,010 134,010 147,613 147,613 N/A N/A 67 8 77,955 119,402 77,955 119,402 140,710 140,710 156,994 156,994 N/A N/A 68 9 75,107 122,426 75,107 122,426 147,746 147,746 166,844 166,844 N/A N/A 69 10 72,326 125,515 72,326 125,515 155,133 155,133 177,186 177,186 N/A N/A 74 15 59,293 141,974 59,293 141,974 197,993 197,993 237,190 237,190 13,860 13,860 79 20 47,446 160,178 47,446 16,178 252,695 252,695 313,773 313,773 21,201 21,201 84 25 36,825 180,606 36,825 180,606 265,330 265,330 331,462 331,462 26,560 26,560 89 30 30,784 207,504 30,784 207,504 265,330 265,330 331,462 331,462 N/A N/A 94 35 26,320 239,432 26,320 239,432 265,330 265,330 331,462 331,462 N/A N/A 95 36 25,509 246,385 25,509 246,385 265,330 265,330 331,462 331,462 N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix V: Hypothetical illustrations E-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Select(SM) Statement of Additional Information for Separate Account No. 45 and Separate Account No. 49 Send this request form to: Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me a combined Accumulator(R) Select SAI for Separate Account No. 45 and Separate Account No. 49 dated May 1, 2007: - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- City State Zip Accum '02, OR, '04, '06, Jumpstart '07 and '07 Series x01482 Accumulator(R) Select(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. You should read the prospectuses for each Trust which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) SELECT(SM) Accumulator(R) Select(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option or fixed maturity options ("investment options"). There is no withdrawal charge under the contract. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option and the fixed maturity options, which are discussed later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $25,000 is required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547, or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. Although this Prospectus is primarily designed for potential purchasers of the contract, you may have previously purchased a contract and be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that the options, features and charges of the contract may have varied over time (and, as noted above, may vary depending on your state) and you may not change your contract or its features as issued. For more information about the particular options, features and charges applicable to you, please contact your financial professional and/or refer to your contract and/or see Appendix VIII for contract variations later in this Prospectus. Select 02/04 Series X01488 (R-4/15) Contents of this Prospectus - -------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - -------------------------------------------------------------------------------- ACCUMULATOR(R) SELECT(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Select(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 13 - -------------------------------------------------------------------------------- Example 17 Condensed financial information 19 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 20 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 20 Owner and annuitant requirements 24 How you can make your contributions 24 What are your investment options under the contract? 24 Portfolios of the Trusts 25 Allocating your contributions 31 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 34 Annuity purchase factors 35 Guaranteed minimum income benefit option* 35 Guaranteed minimum death benefit 38 Principal Protector(SM) 39 Inherited IRA beneficiary continuation contract 42 Your right to cancel within a certain number of days 43 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 44 - -------------------------------------------------------------------------------- Your account value and cash value 44 Your contract's value in the variable investment options 44 Your contract's value in the guaranteed interest option 44 Your contract's value in the fixed maturity options 44 Insufficient account value 44 - ---------------------- * Depending on when you purchased your contract, this benefit may be called the "Living Benefit." Accordingly, if applicable, all references to the Guaranteed minimum income benefit in this Prospectus and any related registration statement documents are references to the Living Benefit. "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 46 - -------------------------------------------------------------------------------- Transferring your account value 46 Disruptive transfer activity 46 Rebalancing your account value 47 - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 49 - -------------------------------------------------------------------------------- Withdrawing your account value 49 How withdrawals are taken from your account value 50 How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2 50 How withdrawals affect Principal Protector(SM) 51 Withdrawals treated as surrenders 51 Loans under Rollover TSA contracts 51 Surrendering your contract to receive its cash value 52 When to expect payments 52 Your annuity payout options 52 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 55 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 55 Charges that the Trusts deduct 58 Group or sponsored arrangements 58 Other distribution arrangements 58 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 59 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 59 How death benefit payment is made 60 Spousal protection 61 Beneficiary continuation option 61 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 65 - -------------------------------------------------------------------------------- Overview 65 Buying a contract to fund a retirement arrangement 65 Transfers among investment options 65 Taxation of nonqualified annuities 65 Individual retirement arrangements (IRAs) 67 Tax-sheltered annuity contracts (TSAs) 76 Federal and state income tax withholding and information reporting 80 Impact of taxes to AXA Equitable 81 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 82 - -------------------------------------------------------------------------------- About our Separate Account No. 49 82 About the Trusts 82 About our fixed maturity options 82 About the general account 83 About other methods of payment 84 Dates and prices at which contract events occur 84 About your voting rights 85 About legal proceedings 85 Financial statements 85 Transfers of ownership, collateral assignments, loans and borrowing 85 About Custodial IRAs 86 Distribution of the contracts 86 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 88 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Market value adjustment example B-1 III -- Enhanced death benefit example C-1 IV -- Hypothetical illustrations D-1 V -- Guaranteed principal benefit example E-1 VI -- Protection Plus(SM) example F-1 VII -- State contract availability and/or variations of certain features and benefits G-1 VIII -- Contract variations H-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 6% Roll-Up to age 85 enhanced death benefit 34 12 month dollar cost averaging 33 account value 44 administrative charge 55 annual administrative charge 55 Annual Ratchet to age 85 enhanced death benefit 34 annuitant 20 annuitization 52 annuity maturity date 54 annuity payout options 52 annuity purchase factors 35 automatic investment program 84 beneficiary 59 Beneficiary continuation option ("BCO") 61 benefit base 34 business day 84 cash value 44 charges for state premium and other applicable taxes 57 contract date 24 contract date anniversary 24 contract year 24 contributions to Roth IRAs 73 regular contributions 73 rollovers and transfers 74 conversion contributions 74 contributions to traditional IRAs 68 regular contributions 68 rollovers and transfers 69 disruptive transfer activity 46 distribution charge 55 EQAccess 7 ERISA 51 Fixed-dollar option 33 fixed maturity options 30 free look 43 general account 83 general dollar cost averaging 33 guaranteed interest option 30 Guaranteed minimum death benefit 38 Guaranteed minimum death benefit charge 56 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 35 Guaranteed minimum income benefit 35 Guaranteed minimum income benefit charge 56 Guaranteed minimum income benefit "no lapse guarantee" 36 Page in Term Prospectus Guaranteed principal benefits 31 IRA cover IRS 65 Inherited IRA cover investment options cover Investment Simplifier 33 Lifetime minimum distribution withdrawals 50 loan reserve account 51 loans under Rollover TSA 51 market adjusted amount 30 market timing 46 maturity dates 30 market value adjustment 30 maturity value 30 Mortality and expense risks charge 55 NQ cover Optional step up charge 57 partial withdrawals 49 portfolio cover Principal assurance 31 processing office 7 Principal Protector(SM) 39 Principal Protector(SM) charge 57 Protection Plus(SM) 38 Protection Plus(SM) charge 57 rate to maturity 30 Rebalancing 47 Rollover IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 31 Separate Account No. 49 82 Spousal protection 61 Standard death benefit 34 substantially equal withdrawals 49 Successor owner and annuitant 60 Systematic withdrawals 49 TOPS 7 Trusts 82 traditional IRA cover TSA cover unit 44 variable investment options 24 wire transmittals and electronic applications 84 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Also, depending on when you purchased your contract, some of these may not apply to you or may be named differently under your contract. Your financial professional can provide further explanation about your contract or supplemental materials. - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value - -------------------------------------------------------------------------------- 4 Index of key words and phrases - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- rate to maturity Guaranteed Rates unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit or Living Benefit guaranteed interest option Guaranteed Interest Account Principal Protector(SM) Guaranteed withdrawal benefit GWB benefit base Principal Protector(SM) benefit base GWB Annual withdrawal amount Principal Protector(SM) Annual withdrawal amount GWB Annual withdrawal option Principal Protector(SM) Annual withdrawal option GWB Excess withdrawal Principal Protector(SM) Excess withdrawal - -------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors, you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of any transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts; (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for certain contracts with both the Guaranteed minimum income benefit and the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit); (15) requests to step up your Guaranteed withdrawal benefit ("GWB") benefit base, if applicable, under the Optional step up provision; (16) requests to terminate or reinstate your GWB, if applicable, under the Beneficiary continuation option, if applicable; (17) death claims; (18) change in ownership (NQ only), if available under your contract; and (19) enrollment in our "automatic required minimum distribution (RMD) service." WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) 12 month dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) 12 month dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Select(SM) at a glance -- key features - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Not all of the features listed are available under all contracts or in all states.) - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment Accumulator(R) Select(SM)'s variable investment options invest in different portfolios managed by management professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Fixed maturity options o Fixed maturity options with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. o Special 10 year fixed maturity option (available under Guaranteed principal benefit option 2 only). ------------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed interest o Principal and interest guarantees. option o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA), or tax sheltered annuity (TSA) you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum The Guaranteed minimum income benefit provides income protection for you during the annuitant's life income benefit (or "Living once you elect to annuitize the contract. Benefit") - ------------------------------------------------------------------------------------------------------------------------------------ Principal Protector(SM) Principal Protector(SM) is our optional Guaranteed withdrawal benefit ("GWB"), which provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed a specified amount. This feature may not be available under your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o Initial minimum: $25,000 o Additional minimum: $500 (NQ and Rollover TSA) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $1,000 (Inherited IRA contracts) $50 (IRA contracts) Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for certain owners or annuitants who are age 81 and older at contract issue). See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Select(SM) at a glance -- key features 9 - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender You may incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ------------------------------------------------------------------------------------------------------------------------------------ Payout options o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ------------------------------------------------------------------------------------------------------------------------------------ Additional features* o Guaranteed minimum death benefit options o Guaranteed principal benefit options (including Principal assurance) o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semi-annually and annually) o Free transfers o Protection Plus(SM), an optional death benefit available under certain contracts (subject to state availability) o Spousal protection (not available under certain contracts) o Successor owner/annuitant o Beneficiary continuation option o Guaranteed minimum income benefit no lapse guarantee (available under contracts with applications that were signed and submitted on or after January 1, 2005 subject to state availability) o Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset (available under contracts with applications that were signed and submitted on or after October 1, 2005 subject to state availability). * Not all features are available under all contracts. Please see Appendix VIII later in this Prospectus for more information. - ------------------------------------------------------------------------------------------------------------------------------------ 10 Accumulator(R) Select(SM) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges+ o Daily charges on amounts invested in the variable investment options for mortality and expense risks, administrative charges and distribution charges at an annual rate of 1.70%. o The charges for the Guaranteed minimum death benefits range from 0.0% to 0.60%, annually, of the applicable benefit base. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge of 0.65% of the applicable benefit base charge for the optional Guaranteed minimum income benefit until you exercise the benefit, elect another annuity payout option or the contract date anniversary after the annuitant reaches age 85, whichever occurs first. The benefit base is described under "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" in "Contract features and benefits" later in this Prospectus. o An annual charge for the optional Guaranteed principal benefit option 2 (if available) deducted the first 10 contract date anniversaries equal to 0.50% of account value. o If your account value at the end of the contract year is less than $50,000, we deduct an annual administrative charge equal to $30, or during the first two contract years, 2% of your account value, if less. If your account value on the contract date anniversary, is $50,000 or more, we will not deduct the charge. o An annual charge of 0.35% of your account value for the 5% GWB Annual withdrawal option (if available) or 0.50% of your account value for the 7% GWB Annual withdrawal option (if available) for the Principal Protector(SM) benefit. If you "step up" your GWB benefit base, we reserve the right to raise the charge up to 0.60% and 0.80%, respectively. See "Principal Protector(SM)" in "Contract features and benefits" later in this Prospectus. o An annual charge of 0.35% of your account value for the Protection Plus(SM) optional death benefit. o No sales charge deducted at the time you make contributions and no withdrawal charge. ------------------------------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. ------------------------------------------------------------------------------------------------------- o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuity payout option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase the variable immediate annuitization payout option. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trusts' portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee Table" later in this Prospectus for details. + The fees and charges shown in this section are the maximum charges a contract owner will pay. Please see your contract for the fees and charges that apply to you. Also, some of the optional benefits may not be available under your contract. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Select(SM) at a glance -- key features 11 - -------------------------------------------------------------------------------- Annuitant issue ages NQ: 0-85 Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 Inherited IRA: 0-70 - -------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VII later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional or call us, if you have questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. Other contracts We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 12 Accumulator(R) Select(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying and owning the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The fees and charges shown in this section are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix VIII later in this prospectus for the fees and charges that apply under your contract. If you are a prospective contract owner, all features listed below may not be currently available. Similarly, if you are a current contract owner, all features listed below may not have been available at the time you purchased your contract. See Appendix IX later in this Prospectus for more information. The first table describes fees and expenses that you will pay if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------------------------------------------------ Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - ------------------------------------------------------------------------------------------------------------------------------------ The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------------------------------------------------ Maximum annual administrative charge(1) If your account value on a contract date anniversary is less than $ 50,000(2) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10%(3) Administrative 0.25% Distribution 0.35% ------- Total Separate account annual expenses 1.70% - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value each year if you elect any of the following optional benefits - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) Standard death benefit 0.00% Annual Ratchet to age 85 0.30% of the Annual Ratchet to age 85 benefit base (maximum); 0.25% (current) 6% Roll-Up to age 85 0.45% of the 6% Roll-Up to age 85 benefit base Greater of 5% Roll-Up to age 85 or Annual Ratchet to age 85 0.50% of the greater of 5% Roll-Up to age 85 benefit base of the Annual Ratchet to age 85 benefit base, as applicable. Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% of the greater of 6% Roll-Up to age 85 benefit base or the Annual Ratchet to age 85 benefit base, as applicable - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed principal benefit charge for option 2 (calculated as a percentage of the account value. Deducted annually(1) on the first 10 contract date anniversaries.) 0.50% - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum income (or "Living Benefit") benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 0.65% - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 13 - ------------------------------------------------------------------------------------------------------------------------------------ Protection Plus(SM) benefit charge (calculated as a percentage of the account value. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 0.35% - ------------------------------------------------------------------------------------------------------------------------------------ Principal Protector(SM) benefit charge(1) (calculated as a percentage of the 0.35% for the 5% GWB Annual withdrawal option account value. Deducted annually on each contract date anniversary, provided your GWB benefit base is greater than zero.) 0.50% for the 7% GWB Annual withdrawal option If you "step up" your GWB benefit base, we reserve the right to increase your 0.60% for the 5% GWB Annual withdrawal option charge up to: 0.80% for the 7% GWB Annual withdrawal option Please see "Principal Protector(SM)" in "Contract features and benefits" for more information about this feature, including its benefit base and the optional step up provision, and "Principal Protector(SM) charge" in "Charges and expenses," both later in this Prospectus, for more information about when the charge applies. - ------------------------------------------------------------------------------------------------------------------------------------ Net loan interest charge -- Rollover TSA contracts only (calculated and deducted 2.00%(4) daily as a percentage of the outstanding loan amount) - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets Lowest Highest Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted ------ ------- from Portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)(5) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- Other ing Expense Expense (After ment 12b-1 Expenses Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) (8) lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity * 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology * 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------ 14 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 15 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(6) Fees(7) Expenses(8) lios)(9) tions) ments(10) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ------------------------------------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix VIII later in this Prospectus for more information. For Principal Protector(SM) only, (if available) if the contract and benefit are continued under the Beneficiary continuation option with Principal Protector(SM), the pro rata deduction for the Principal Protector(SM) charge is waived. (2) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (3) These charges compensate us for certain risks we assume and expenses we incur under the contract. (4) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (5) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2005 and for the underlying portfolios. (6) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's Shareholders. See footnote (9) for any expense limitation agreement information. (7) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (8) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (9) for any expense limitation agreement information. (9) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (10) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2007. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- Multimanager Aggressive Equity 1.03% - -------------------------------------------------------------------------------- Multimanager Health Care 1.63% - -------------------------------------------------------------------------------- Multimanager International Equity 1.52% - -------------------------------------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - -------------------------------------------------------------------------------- Multimanager Large Cap Growth 1.33% - -------------------------------------------------------------------------------- Multimanager Large Cap Value 1.31% - -------------------------------------------------------------------------------- Multimanager Mid Cap Growth 1.52% - -------------------------------------------------------------------------------- Multimanager Mid Cap Value 1.58% - -------------------------------------------------------------------------------- Multimanager Technology 1.64% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - -------------------------------------------------------------------------------- EQ/AllianceBernstein Value 0.94% - -------------------------------------------------------------------------------- EQ/Ariel Appreciation II 1.01% - -------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - -------------------------------------------------------------------------------- 16 Fee table - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- EQ/Capital Guardian Growth 0.94% - -------------------------------------------------------------------------------- EQ/Capital Guardian Research 0.94% - -------------------------------------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - -------------------------------------------------------------------------------- EQ/Davis New York Venture 1.27% - -------------------------------------------------------------------------------- EQ/Evergreen Omega 1.05% - -------------------------------------------------------------------------------- EQ/FI Mid Cap 0.97% - -------------------------------------------------------------------------------- EQ/FI Mid Cap Value 1.09% - -------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - -------------------------------------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------------------------------------- EQ/Marsico Focus 1.14% - -------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------------------------------------- EQ/MFS Investors Trust 0.94% - -------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------------------------------------- EQ/Small Cap Value 1.02% - -------------------------------------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the Guaranteed minimum income benefit with the enhanced death benefit that provides for the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and Protection Plus(SM)) would pay in the situations illustrated. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .006% of contract value. The fixed maturity options, guaranteed interest option and the 12 month dollar cost averaging program are not covered by the example. However, the annual administrative charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the 12 month dollar cost averaging program. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 17 - ------------------------------------------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation N/A $ 1,873.00 $ 2,929.00 $ 5,728.00 AXA Conservative Allocation N/A $ 1,812.00 $ 2,832.00 $ 5,554.00 AXA Conservative-Plus Allocation N/A $ 1,815.00 $ 2,837.00 $ 5,563.00 AXA Moderate Allocation N/A $ 1,830.00 $ 2,861.00 $ 5,607.00 AXA Moderate-Plus Allocation N/A $ 1,852.00 $ 2,895.00 $ 5,668.00 Multimanager Aggressive Equity* N/A $ 1,754.00 $ 2,739.00 $ 5,386.00 Multimanager Core Bond* N/A $ 1,745.00 $ 2,724.00 $ 5,359.00 Multimanager Health Care* N/A $ 1,945.00 $ 3,045.00 $ 5,932.00 Multimanager High Yield* N/A $ 1,742.00 $ 2,719.00 $ 5,350.00 Multimanager International Equity* N/A $ 1,900.00 $ 2,973.00 $ 5,805.00 Multimanager Large Cap Core Equity* N/A $ 1,845.00 $ 2,886.00 $ 5,650.00 Multimanager Large Cap Growth* N/A $ 1,852.00 $ 2,895.00 $ 5,668.00 Multimanager Large Cap Value* N/A $ 1,845.00 $ 2,886.00 $ 5,650.00 Multimanager Mid Cap Growth* N/A $ 1,909.00 $ 2,987.00 $ 5,830.00 Multimanager Mid Cap Value* N/A $ 1,918.00 $ 3,002.00 $ 5,856.00 Multimanager Technology * N/A $ 1,945.00 $ 3,045.00 $ 5,932.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock N/A $ 1,693.00 $ 2,639.00 $ 5,204.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,717.00 $ 2,679.00 $ 5,277.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,705.00 $ 2,659.00 $ 5,241.00 EQ/AllianceBernstein International N/A $ 1,788.00 $ 2,793.00 $ 5,484.00 EQ/AllianceBernstein Large Cap Growth N/A $ 1,818.00 $ 2,842.00 $ 5,572.00 EQ/AllianceBernstein Quality Bond N/A $ 1,705.00 $ 2,659.00 $ 5,241.00 EQ/AllianceBernstein Small Cap Growth N/A $ 1,775.00 $ 2,773.00 $ 5,448.00 EQ/AllianceBernstein Value N/A $ 1,733.00 $ 2,704.00 $ 5,323.00 EQ/Ariel Appreciation II N/A $ 1,894.00 $ 2,963.00 $ 5,788.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,364.00 $ 3,701.00 $ 7,027.00 EQ/BlackRock Basic Value Equity* N/A $ 1,720.00 $ 2,684.00 $ 5,286.00 EQ/BlackRock International Value* N/A $ 1,824.00 $ 2,851.00 $ 5,589.00 EQ/Boston Advisors Equity Income N/A $ 1,785.00 $ 2,788.00 $ 5,475.00 EQ/Calvert Socially Responsible N/A $ 1,785.00 $ 2,788.00 $ 5,475.00 EQ/Capital Guardian Growth N/A $ 1,757.00 $ 2,743.00 $ 5,394.00 EQ/Capital Guardian International+ N/A $ 1,827.00 $ 2,856.00 $ 5,598.00 EQ/Capital Guardian Research N/A $ 1,748.00 $ 2,729.00 $ 5,368.00 EQ/Capital Guardian U.S. Equity ++ N/A $ 1,748.00 $ 2,729.00 $ 5,368.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,748.00 $ 2,729.00 $ 5,368.00 EQ/Davis New York Venture N/A $ 1,994.00 $ 3,122.00 $ 6,065.00 EQ/Equity 500 Index N/A $ 1,625.00 $ 2,529.00 $ 5,001.00 EQ/Evergreen International Bond N/A $ 1,794.00 $ 2,802.00 $ 5,501.00 EQ/Evergreen Omega N/A $ 1,772.00 $ 2,768.00 $ 5,439.00 EQ/FI Mid Cap N/A $ 1,763.00 $ 2,753.00 $ 5,412.00 EQ/FI Mid Cap Value+ N/A $ 1,772.00 $ 2,768.00 $ 5,439.00 EQ/Franklin Income N/A $ 1,900.00 $ 2,973.00 $ 5,805.00 EQ/Franklin Small Cap Value N/A $ 2,382.00 $ 3,728.00 $ 7,070.00 EQ/Franklin Templeton Founding Strategy** N/A $ 1,915.00 $ 2,997.00 $ 5,847.00 EQ/GAMCO Mergers and Acquisitions N/A $ 1,885.00 $ 2,949.00 $ 5,762.00 EQ/GAMCO Small Company Value N/A $ 1,791.00 $ 2,798.00 $ 5,492.00 EQ/International Growth N/A $ 1,876.00 $ 2,934.00 $ 5,737.00 EQ/Janus Large Cap Growth++ N/A $ 1,830.00 $ 2,861.00 $ 5,607.00 EQ/JPMorgan Core Bond N/A $ 1,690.00 $ 2,634.00 $ 5,195.00 EQ/JPMorgan Value Opportunities N/A $ 1,742.00 $ 2,719.00 $ 5,350.00 EQ/Legg Mason Value Equity N/A $ 1,775.00 $ 2,773.00 $ 5,448.00 EQ/Long Term Bond N/A $ 1,687.00 $ 2,629.00 $ 5,186.00 EQ/Lord Abbett Growth and Income N/A $ 1,788.00 $ 2,793.00 $ 5,484.00 EQ/Lord Abbett Large Cap Core N/A $ 1,833.00 $ 2,866.00 $ 5,615.00 EQ/Lord Abbett Mid Cap Value N/A $ 1,778.00 $ 2,778.00 $ 5,457.00 EQ/Marsico Focus N/A $ 1,809.00 $ 2,827.00 $ 5,545.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,754.00 $ 2,739.00 $ 5,386.00 EQ/MFS Investors Trust+ N/A $ 1,742.00 $ 2,719.00 $ 5,350.00 - ------------------------------------------------------------------------------------------------------------------------------------ If you surrender or do not surrender your con- tract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 500.00 $ 1,523.00 $ 2,579.00 $ 5,378.00 AXA Conservative Allocation $ 479.00 $ 1,462.00 $ 2,482.00 $ 5,204.00 AXA Conservative-Plus Allocation $ 480.00 $ 1,465.00 $ 2,487.00 $ 5,213.00 AXA Moderate Allocation $ 485.00 $ 1,480.00 $ 2,511.00 $ 5,257.00 AXA Moderate-Plus Allocation $ 492.00 $ 1,502.00 $ 2,545.00 $ 5,318.00 Multimanager Aggressive Equity* $ 459.00 $ 1,404.00 $ 2,389.00 $ 5,036.00 Multimanager Core Bond* $ 455.00 $ 1,395.00 $ 2,374.00 $ 5,009.00 Multimanager Health Care* $ 525.00 $ 1,595.00 $ 2,695.00 $ 5,582.00 Multimanager High Yield* $ 454.00 $ 1,392.00 $ 2,369.00 $ 5,000.00 Multimanager International Equity* $ 509.00 $ 1,550.00 $ 2,623.00 $ 5,455.00 Multimanager Large Cap Core Equity* $ 490.00 $ 1,495.00 $ 2,536.00 $ 5,300.00 Multimanager Large Cap Growth* $ 492.00 $ 1,502.00 $ 2,545.00 $ 5,318.00 Multimanager Large Cap Value* $ 490.00 $ 1,495.00 $ 2,536.00 $ 5,300.00 Multimanager Mid Cap Growth* $ 512.00 $ 1,559.00 $ 2,637.00 $ 5,480.00 Multimanager Mid Cap Value* $ 515.00 $ 1,568.00 $ 2,652.00 $ 5,506.00 Multimanager Technology * $ 525.00 $ 1,595.00 $ 2,695.00 $ 5,582.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 438.00 $ 1,343.00 $ 2,289.00 $ 4,854.00 EQ/AllianceBernstein Growth and Income++ $ 446.00 $ 1,367.00 $ 2,329.00 $ 4,927.00 EQ/AllianceBernstein Intermediate Government Securities $ 442.00 $ 1,355.00 $ 2,309.00 $ 4,891.00 EQ/AllianceBernstein International $ 470.00 $ 1,438.00 $ 2,443.00 $ 5,134.00 EQ/AllianceBernstein Large Cap Growth $ 481.00 $ 1,468.00 $ 2,492.00 $ 5,222.00 EQ/AllianceBernstein Quality Bond $ 442.00 $ 1,355.00 $ 2,309.00 $ 4,891.00 EQ/AllianceBernstein Small Cap Growth $ 466.00 $ 1,425.00 $ 2,423.00 $ 5,098.00 EQ/AllianceBernstein Value $ 451.00 $ 1,383.00 $ 2,354.00 $ 4,973.00 EQ/Ariel Appreciation II $ 507.00 $ 1,544.00 $ 2,613.00 $ 5,438.00 EQ/AXA Rosenberg Value Long/Short Equity $ 673.00 $ 2,014.00 $ 3,351.00 $ 6,677.00 EQ/BlackRock Basic Value Equity* $ 447.00 $ 1,370.00 $ 2,334.00 $ 4,936.00 EQ/BlackRock International Value* $ 483.00 $ 1,474.00 $ 2,501.00 $ 5,239.00 EQ/Boston Advisors Equity Income $ 469.00 $ 1,435.00 $ 2,438.00 $ 5,125.00 EQ/Calvert Socially Responsible $ 469.00 $ 1,435.00 $ 2,438.00 $ 5,125.00 EQ/Capital Guardian Growth $ 460.00 $ 1,407.00 $ 2,393.00 $ 5,044.00 EQ/Capital Guardian International+ $ 484.00 $ 1,477.00 $ 2,506.00 $ 5,248.00 EQ/Capital Guardian Research $ 457.00 $ 1,398.00 $ 2,379.00 $ 5,018.00 EQ/Capital Guardian U.S. Equity ++ $ 457.00 $ 1,398.00 $ 2,379.00 $ 5,018.00 EQ/Caywood-Scholl High Yield Bond $ 457.00 $ 1,398.00 $ 2,379.00 $ 5,018.00 EQ/Davis New York Venture $ 542.00 $ 1,644.00 $ 2,772.00 $ 5,715.00 EQ/Equity 500 Index $ 415.00 $ 1,275.00 $ 2,179.00 $ 4,651.00 EQ/Evergreen International Bond $ 472.00 $ 1,444.00 $ 2,452.00 $ 5,151.00 EQ/Evergreen Omega $ 465.00 $ 1,422.00 $ 2,418.00 $ 5,089.00 EQ/FI Mid Cap $ 462.00 $ 1,413.00 $ 2,403.00 $ 5,062.00 EQ/FI Mid Cap Value+ $ 465.00 $ 1,422.00 $ 2,418.00 $ 5,089.00 EQ/Franklin Income $ 509.00 $ 1,550.00 $ 2,623.00 $ 5,455.00 EQ/Franklin Small Cap Value $ 679.00 $ 2,032.00 $ 3,378.00 $ 6,720.00 EQ/Franklin Templeton Founding Strategy** $ 514.00 $ 1,565.00 $ 2,647.00 $ 5,497.00 EQ/GAMCO Mergers and Acquisitions $ 504.00 $ 1,535.00 $ 2,599.00 $ 5,412.00 EQ/GAMCO Small Company Value $ 471.00 $ 1,441.00 $ 2,448.00 $ 5,142.00 EQ/International Growth $ 501.00 $ 1,526.00 $ 2,584.00 $ 5,387.00 EQ/Janus Large Cap Growth++ $ 485.00 $ 1,480.00 $ 2,511.00 $ 5,257.00 EQ/JPMorgan Core Bond $ 437.00 $ 1,340.00 $ 2,284.00 $ 4,845.00 EQ/JPMorgan Value Opportunities $ 454.00 $ 1,392.00 $ 2,369.00 $ 5,000.00 EQ/Legg Mason Value Equity $ 466.00 $ 1,425.00 $ 2,423.00 $ 5,098.00 EQ/Long Term Bond $ 436.00 $ 1,337.00 $ 2,279.00 $ 4,836.00 EQ/Lord Abbett Growth and Income $ 470.00 $ 1,438.00 $ 2,443.00 $ 5,134.00 EQ/Lord Abbett Large Cap Core $ 486.00 $ 1,483.00 $ 2,516.00 $ 5,265.00 EQ/Lord Abbett Mid Cap Value $ 467.00 $ 1,428.00 $ 2,428.00 $ 5,107.00 EQ/Marsico Focus $ 478.00 $ 1,459.00 $ 2,477.00 $ 5,195.00 EQ/MFS Emerging Growth Companies+ $ 459.00 $ 1,404.00 $ 2,389.00 $ 5,036.00 EQ/MFS Investors Trust+ $ 454.00 $ 1,392.00 $ 2,369.00 $ 5,000.00 - ------------------------------------------------------------------------------------------------------------------------------------ 18 Fee table - ------------------------------------------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market N/A $ 1,653.00 $ 2,574.00 $ 5,084.00 EQ/Montag & Caldwell Growth N/A $ 1,788.00 $ 2,793.00 $ 5,484.00 EQ/Mutual Shares N/A $ 1,936.00 $ 3,031.00 $ 5,906.00 EQ/Oppenheimer Global N/A $ 2,194.00 $ 3,436.00 $ 6,597.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,244.00 $ 3,515.00 $ 6,726.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,229.00 $ 3,492.00 $ 6,688.00 EQ/PIMCO Real Return N/A $ 1,733.00 $ 2,704.00 $ 5,323.00 EQ/Short Duration Bond N/A $ 1,683.00 $ 2,624.00 $ 5,177.00 EQ/Small Cap Value+ N/A $ 1,778.00 $ 2,778.00 $ 5,457.00 EQ/Small Company Growth+ N/A $ 1,867.00 $ 2,920.00 $ 5,711.00 EQ/Small Company Index N/A $ 1,637.00 $ 2,549.00 $ 5,038.00 EQ/TCW Equity ++ N/A $ 1,803.00 $ 2,817.00 $ 5,528.00 EQ/Templeton Growth N/A $ 1,994.00 $ 3,122.00 $ 6,065.00 EQ/UBS Growth and Income N/A $ 1,791.00 $ 2,798.00 $ 5,492.00 EQ/Van Kampen Comstock N/A $ 1,766.00 $ 2,758.00 $ 5,421.00 EQ/Van Kampen Emerging Markets Equity N/A $ 1,972.00 $ 3,088.00 $ 6,007.00 EQ/Van Kampen Mid Cap Growth N/A $ 1,794.00 $ 2,802.00 $ 5,501.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 1,894.00 $ 2,963.00 $ 5,788.00 - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ N/A $ 1,848.00 $ 2,890.00 $ 5,659.00 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ If you surrender or do not surrender your con- tract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Money Market $ 424.00 $ 1,303.00 $ 2,224.00 $ 4,734.00 EQ/Montag & Caldwell Growth $ 470.00 $ 1,438.00 $ 2,443.00 $ 5,134.00 EQ/Mutual Shares $ 522.00 $ 1,586.00 $ 2,681.00 $ 5,556.00 EQ/Oppenheimer Global $ 612.00 $ 1,844.00 $ 3,086.00 $ 6,247.00 EQ/Oppenheimer Main Street Opportunity $ 630.00 $ 1,894.00 $ 3,165.00 $ 6,376.00 EQ/Oppenheimer Main Street Small Cap $ 625.00 $ 1,879.00 $ 3,142.00 $ 6,338.00 EQ/PIMCO Real Return $ 451.00 $ 1,383.00 $ 2,354.00 $ 4,973.00 EQ/Short Duration Bond $ 434.00 $ 1,333.00 $ 2,274.00 $ 4,827.00 EQ/Small Cap Value+ $ 467.00 $ 1,428.00 $ 2,428.00 $ 5,107.00 EQ/Small Company Growth+ $ 497.00 $ 1,517.00 $ 2,570.00 $ 5,361.00 EQ/Small Company Index $ 419.00 $ 1,287.00 $ 2,199.00 $ 4,688.00 EQ/TCW Equity ++ $ 475.00 $ 1,453.00 $ 2,467.00 $ 5,178.00 EQ/Templeton Growth $ 542.00 $ 1,644.00 $ 2,772.00 $ 5,715.00 EQ/UBS Growth and Income $ 471.00 $ 1,441.00 $ 2,448.00 $ 5,142.00 EQ/Van Kampen Comstock $ 463.00 $ 1,416.00 $ 2,408.00 $ 5,071.00 EQ/Van Kampen Emerging Markets Equity $ 534.00 $ 1,622.00 $ 2,738.00 $ 5,657.00 EQ/Van Kampen Mid Cap Growth $ 472.00 $ 1,444.00 $ 2,452.00 $ 5,151.00 EQ/Wells Fargo Montgomery Small Cap++ $ 507.00 $ 1,544.00 $ 2,613.00 $ 5,438.00 - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ $ 491.00 $ 1,498.00 $ 2,540.00 $ 5,309.00 - ------------------------------------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix IV at the end of this Prospectus. CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 19 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $25,000 for you to purchase a contract. You may make additional contributions of at least $500 each for NQ and Rollover TSA contracts and $50 for Rollover IRA and Roth Conversion contracts and $1000 for Inherited IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. All ages in the table refer to the age of the annuitant named in the contract. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are ages 81 and older at contract issue) if you are an existing contract owner, this restriction may not apply to you. See Appendix VIII later in this Prospectus for more information. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "annuitant" is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner. - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Available Contract for annuitant Limitations on type issue ages* Minimum contributions Source of contributions contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 85 o $25,000 (initial) o After-tax money. o No additional contributions after attainment of age 86 or, if later, o $500 (additional) o Paid to us by check the first contract date or transfer of anniversary.* o $100 monthly and $300 contract value in a quarterly under our tax-deferred exchange automatic investment under Section 1035 of program (additional) the Internal Revenue Code. - ----------------------------------------------------------------------------------------------------------------------------------- 20 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- Available Contract for annuitant Limitations on type issue ages* Minimum contributions Source of contributions contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $25,000 (initial) o Eligible rollover distribu- o No rollover or direct transfer tions from TSA contracts or contributions after attain- o $50 (additional) other 403(b) arrangements, ment of age 86 or, if later, qualified plans, and govern- the first contract date anni- mental employer 457(b) versary.* plans. o Contributions after age 70-1/2 o Rollovers from another must be net of required traditional individual minimum distributions. retirement arrangement. o Although we accept regular IRA o Direct custodian-to- contributions (limited to custodian transfers from $4,000 for 2007 and $5,000 for another traditional indi- 2008) under the Rollover IRA vidual retirement contracts, we intend that this arrangement. contract be used primarily for rollover and direct transfer o Regular IRA contributions. contributions. o Additional "catch-up" con- o Additional catch-up contri- tributions. butions of up to $1,000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - ----------------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 21 - ----------------------------------------------------------------------------------------------------------------------------------- Available Contract for annuitant Limitations on type issue ages* Minimum contributions Source of contributions contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $25,000 (initial) o Rollovers from another Roth o No additional rollover or IRA IRA. direct transfer o $50 (additional) contributions after o Rollovers from a "desig- attainment of age 86 or, if nated Roth contribution later, the first contract account" under a 401(k) plan date anniversary.* or 403(b) arrangement. o Conversion rollovers after o Conversion rollovers from a age 70-1/2 must be net of traditional IRA. required minimum distribu- tions for the traditional o Direct transfers from IRA you are rolling over. another Roth IRA. o You cannot roll over funds o Regular Roth IRA from a traditional IRA if contributions. your adjusted gross income is $100,000 or more. o Additional "catch-up" con- tributions. o Although we accept regular Roth IRA contributions (lim- ited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - ----------------------------------------------------------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $25,000 (initial) o Direct transfers of pre-tax o No additional rollover or funds from another contract direct transfer o $500 (additional) or arrangement under Sec- contributions after tion 403(b) of the Internal attainment of age 86 or, if Revenue Code, complying with later, the first contract IRS Revenue Ruling 90-24. date anniversary.* o Eligible rollover distribu- o Rollover or direct transfer tions of pre-tax funds from contributions after age other 403(b) plans. 70-1/2 must be net of any required minimum o Subsequent contributions may distributions. also be rollovers from qualified plans, governmen- o We do not accept employer- tal employer 457(b) plans remitted contributions. and traditional IRAs. - ----------------------------------------------------------------------------------------------------------------------------------- 22 Contract features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- Available Contract for annuitant Limitations on type issue ages* Minimum contributions Source of contributions contributions+ - ----------------------------------------------------------------------------------------------------------------------------------- Inherited IRA 0-70 o $25,000 (initial) o Direct custodian-to- o Any additional contributions Beneficiary custodian transfers of your must be from the same type Continuation o $1,000 (additional) interest as a death benefi- of IRA of the same deceased Contract ciary of the deceased owner. (traditional IRA owner's traditional indi- or Roth IRA) vidual retirement o Non-spousal beneficiary arrangement or Roth IRA to direct rollover an IRA of the same type. contributions from qualified plans, 403(b) arrangements and govern- mental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. - ----------------------------------------------------------------------------------------------------------------------------------- + If you purchase Guaranteed principal benefit option 2, no contributions are permitted after the six month period beginning on the contract date. Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VII later in this Prospectus to see if additional contributions are permitted in your state. * Please see Appendix VIII for variations that may apply to your contract. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. Contract features and benefits 23 OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. We do not permit partnerships or limited liability corporations to be owners. We also reserve the right to prohibit availability of this contract to other non-natural owners. Only natural persons can be joint owners. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. If the Spousal protection feature is available under your contract and is elected, the spouses must be joint owners, one of the spouses must be the annuitant and both must be named as the only primary beneficiaries. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See Inherited IRA beneficiary continuation contract later in this section for Inherited IRA owner and annuitant requirements. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain this information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option and the fixed maturity options. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. 24 Contract features and benefits PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Select(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ----------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ----------------------------------------------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ----------------------------------------------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, o AXA Equitable ALLOCATION with a greater emphasis on current income. - ----------------------------------------------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION Seeks long-term capital appreciation and o AXA Equitable current income. - ----------------------------------------------------------------------------------------------------------------------------- AXA MODERATE-PLUS Seeks long-term capital appreciation and o AXA Equitable ALLOCATION current income, with a greater emphasis on capital appreciation. - ----------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER CORE BOND(2) To seek a balance of a high current income o BlackRock Financial Management, Inc. and capital appreciation, consistent with a o Pacific Investment Management Company LLC prudent level of risk. - ----------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER HIGH YIELD(4) High total return through a combination of o Pacific Investment Management Company LLC current income and capital appreciation. o Post Advisory Group, LLC - ----------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------- Contract features and benefits 25 - ----------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP CORE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP VALUE(10) Long-term growth of capital. o AXA Rosenberg Investment Management LLC o TCW Investment Management Company o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ----------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COMMON Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. STOCK - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERME- Seeks to achieve high current income consistent o AllianceBernstein L.P. DIATE GOVERNMENT SECURITIES with relative stability of principal. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERNA- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. TIONAL - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent o AllianceBernstein L.P. BOND with moderate risk to capital. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ----------------------------------------------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ----------------------------------------------------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE LONG/ Seeks to increase value through bull markets o AXA Rosenberg Investment Management LLC SHORT EQUITY and bear markets using strategies that are designed to limit expo- sure to general equity market risk. - ----------------------------------------------------------------------------------------------------------------------------------- 26 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management Interna- VALUE(13) income, accompanied by growth of capital. tional Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN RESEARCH Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH YIELD Seeks to maximize current income. o Caywood-Scholl Capital Management BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON FOUND- Primarily seeks capital appreciation and secondarily seeks o AXA Equitable ING STRATEGY(**) income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND ACQUI- Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. SITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- o JPMorgan Investment Management Inc. erate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 27 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP CORE Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management of real capital and prudent investment management. Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. o BlackRock Financial Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ 28 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital appreciation o UBS Global Asset Management with income as a secondary consideration. (Americas) Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING MAR- Seeks long-term capital appreciation. o Morgan Stanley Investment KETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and long- o Van Kampen (is the name under which term capital appreciation by investing primarily in equity Morgan Stanley Investment Management securities of companies in the U.S. real estate industry, Inc. does business in certain including real estate investment trusts. situations) - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ----------------------------------------------- FN Portfolio Name until May 29, 2007 - ----------------------------------------------- (1) AXA Premier VIP Aggressive Equity - ----------------------------------------------- (2) AXA Premier VIP Core Bond - ----------------------------------------------- (3) AXA Premier VIP Health Care - ----------------------------------------------- (4) AXA Premier VIP High Yield - ----------------------------------------------- (5) AXA Premier VIP International Equity - ----------------------------------------------- (6) AXA Premier VIP Large Cap Core Equity - ----------------------------------------------- (7) AXA Premier VIP Large Cap Growth - ----------------------------------------------- (8) AXA Premier VIP Large Cap Value - ----------------------------------------------- (9) AXA Premier VIP Mid Cap Growth - ----------------------------------------------- (10) AXA Premier VIP Mid Cap Value - ----------------------------------------------- (11) AXA Premier VIP Technology - ----------------------------------------------- (12) EQ/Mercury Basic Value Equity - ----------------------------------------------- (13) EQ/Mercury International Value - ----------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objectives, risks and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Trusts contain this and other important information about the portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. Contract features and benefits 29 GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges and any optional benefit charges. See Appendix VII later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1% to 3%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers to and from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if, on the date the contribution or transfer is to be applied, the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VII later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options range from one to ten years to maturity. - -------------------------------------------------------------------------------- Under the Special 10 year fixed maturity option (which is available only under contracts that offer GPB Option 2), additional contributions will have the same maturity date as your initial contribution (see "the Guaranteed Principal benefits" below.) The rate to maturity you will receive for each additional contribution is the rate to maturity in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution. On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Select(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value. If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value 30 Contract features and benefits adjustment, positive or negative, resulting from a withdrawal or transfer of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options, (adjusted to reflect a similar maturity date) and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amounts of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix II at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose from among three ways to allocate your contributions under your contract: self-directed, the guaranteed principal benefits or dollar cost averaging. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, guaranteed interest option (subject to restrictions in certain states -- See Appendix VII later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If the annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. THE GUARANTEED PRINCIPAL BENEFITS (INCLUDING PRINCIPAL ASSURANCE) We offer a guaranteed principal benefit ("GPB") with two options. See Appendix VII later in this Prospectus for more information on state availability and Appendix VIII for contract variation and/or availability of these benefits. You may only elect one of the GPBs. Neither GPB is available under Inherited IRA contracts. We will not offer either GPB when the rate to maturity for the applicable fixed maturity option is 3%. Both GPB options allow you to allocate a portion of your contributions to the variable investment options, while ensuring that your account value will at least equal your contributions, adjusted for withdrawals and transfers, on a specified date. GPB Option 2 generally provides you with the ability to allocate more of your contributions to the variable investment options than could be allocated using GPB Option 1 (also known as Principal assurance) If you elect either GPB, you may not elect the Guaranteed minimum income benefit, Principal Protector(SM), the systematic withdrawals option or the substantially equal withdrawals option. However, certain existing contract owners who elected GPB are not subject to these restrictions. See Appendix VIII for information on what applies under your contract. You may elect GPB Option 1 only if the annuitant is age 80 or younger when the contract is issued (after age 75, only the 7-year fixed maturity option is available). You may elect GPB Option 2 only if the annuitant is age 75 or younger when the contract is issued. If you are purchasing an IRA or Rollover TSA contract, before you either purchase GPB Option 2 or elect GPB Option 1 with a maturity year that would extend beyond the year in which you will reach age 70-1/2, you should consider whether your value in the variable investment options, guaranteed interest option and permissible funds outside this contract are sufficient to meet your required minimum distributions. See "Tax information" later in this Prospectus. If you elect GPB Option 2 and change ownership of the contract, GPB Option 2 will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. GUARANTEED PRINCIPAL BENEFIT OPTION 1 (UNDER CERTAIN CONTRACTS, THIS FEATURE IS CALLED "PRINCIPAL ASSURANCE"). Under GPB Option 1, you select a fixed maturity option at the time you sign your application. We Contract features and benefits 31 specify the portion of your initial contribution to be allocated to that fixed maturity option in an amount that will cause the maturity value to equal the amount of your entire initial contribution on the fixed maturity option's maturity date. The percentage of your contribution allocated to the fixed maturity option will be calculated based upon the rate to maturity then in effect for the fixed maturity option you choose. Your contract will contain information on the amount of your contribution allocated to the fixed maturity option. The maturity date you select generally may not be later than 10 years, or earlier than 7 years from your contract date. If you make any withdrawals or transfers from the fixed maturity option before the option's maturity date, the amount in the fixed maturity option will be adjusted and may no longer grow to equal your initial contribution under GPB Option 1. You may allocate the remainder of your initial contribution to the investment options however you choose, other than the Investment simplifier. (If you elect the General or 12 month dollar cost averaging program, the remainder of your initial contribution (that is, amounts other than those allocated to the fixed maturity option under GPB Option 1) must be allocated to that dollar cost averaging program). Upon the maturity date of the fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." There is no charge for GPB Option 1. GUARANTEED PRINCIPAL BENEFIT OPTION 2. You may purchase GPB Option 2 at the time you apply for your contract. IF YOU PURCHASE GPB OPTION 2, YOU MAY NOT MAKE ADDITIONAL CONTRIBUTIONS TO YOUR CONTRACT AFTER SIX MONTHS FROM THE CONTRACT ISSUE DATE OR AT ANY EARLIER TIME IF AT SUCH TIME THE THEN APPLICABLE RATE TO MATURITY ON THE SPECIAL 10 YEAR FIXED MATURITY OPTION IS 3%. Therefore, any discussion in this Prospectus that involves any additional contributions after the first six months will be inapplicable. This feature is not available under all contracts. We specify the portion of your initial contribution, and any additional permitted contributions, to be allocated to a special 10 year fixed maturity option. Your contract will contain information on the percentage of applicable contributions allocated to the Special 10 year fixed maturity option. You may allocate the rest of your contributions among the investment options (other than the Special 10 year fixed maturity option) however you choose, as permitted under your contract, and other than the Investment simplifier. (If you elect the General or 12 month dollar cost averaging program, the remainder of all contributions (that is, amounts other than those allocated to the Special 10 year fixed maturity option) must be allocated to that dollar cost averaging program). The Special 10 year fixed maturity option will earn interest at the specified rate to maturity then in effect. If on the 10th contract date anniversary, your annuity account value is less than the amount that is guaranteed under GPB Option 2, we will increase your annuity account value to be equal to the guaranteed amount under GPB Option 2. Any such additional amounts added to your annuity account value will be allocated to the EQ/Money Market investment option. After the maturity date of the Special 10 year fixed maturity option, the guarantee under GPB Option 2 will terminate. Upon the maturity date of the Special 10 year fixed maturity option, you will be provided with the same notice and the same choices with respect to the maturity value as described above under "Your choices at the maturity date." The guaranteed amount under GPB Option 2 is equal to your initial contribution adjusted for any additional permitted contributions, transfers out of the Special 10 year fixed maturity option and withdrawals from the contract (see "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus). Any transfers or withdrawals from the Special 10 year fixed maturity option will also be subject to a market value adjustment (see "Market value adjustment" under "Fixed maturity options" above in this section). Once you purchase the Guaranteed principal benefit option 2, you may not voluntarily terminate this benefit. GPB Option 2 will terminate if the contract terminates before the maturity date of the Special 10 year fixed maturity option. If the owner and the annuitant are different people and the owner dies before the maturity date of the Special 10 year fixed maturity option, we will continue GPB Option 2 only if the contract can continue through the maturity date of the Special 10 year fixed maturity option. If the contract cannot so continue, we will terminate GPB Option 2. GPB Option 2 will continue where there is a successor owner/annuitant. GPB Option 2 will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a fee associated with GPB Option 2 (see "Charges and expenses" later in this Prospectus). You should note that the purchase of GPB Option 2 is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. If you later decide that you would like to make additional contributions to the Accumulator(R) Select(SM) contract, we may permit you to purchase another contract. If we do, however, you should note that we do not reduce or waive any of the charges on the new contract, nor do we guarantee that the features available under this contract will be available under the new contract. This means that you might end up paying more with respect to certain charges than if you had simply purchased a single contract (for example, the administrative charge). The purchase of GPB Option 2 is also not appropriate if you plan on terminating your contract before the maturity date of the Special 10 year fixed maturity option. In addition, because we prohibit contributions to your contract after the first six months, certain contract benefits that are dependent upon contributions or account value will be limited (for example the guaranteed death benefits and Protection Plus(SM)). You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option or other fixed maturity options, the purchase of GPB Option 2 may not be appropriate because of the guarantees already provided by these options. An example of the effect of GPB Option 1 and GPB Option 2 on your annuity contract is included in Appendix V later in this Prospectus. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to 32 Contract features and benefits gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- 12 MONTH DOLLAR COST AVERAGING PROGRAM. You may dollar cost average from the EQ/Money Market option into any of the other variable investment options. You may elect to participate in the 12 month dollar cost averaging program at any time subject to the age limitation on contributions described earlier in this Prospectus. Contributions into the account for 12 month dollar cost averaging may not be transfers from other investment options. You must allocate your entire initial contribution into the EQ/Money Market option if you are selecting the 12 month dollar cost averaging program at application to purchase an Accumulator(R) Select(SM) contract; thereafter, initial allocations to any new 12 month dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time. We will transfer your value in the EQ/Money Market option into the other variable investment options that you select over the next 12 months or such other period we may offer. Once the time period then in effect has run, you may then select to participate in the dollar cost averaging program for an additional time period. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, the transfer date will be the same day of the month as the contract date, but not later than the 28th. For a 12 month dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the 12 month dollar cost averaging program, but not later than the 28th of the month. All amounts will be transferred out by the end of the time period then in effect. Under this program we will not deduct the mortality and expense risks, administrative, and distribution charges from assets in the EQ/Money Market option. You may not transfer amounts to the EQ/Money Market option established for this program that are not part of the 12 month dollar cost averaging program. The only amounts that should be transferred from the EQ/Money Market option are your regularly scheduled transfers to the other variable investment options. If you request to transfer or withdraw any other amounts from the EQ/Money Market option, we will transfer all of the value that you have remaining in the account for 12 month dollar cost averaging to the investment options according to the allocation percentages we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. INVESTMENT SIMPLIFIER Fixed-dollar option. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. The fixed-dollar option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. Interest sweep option. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. On the last day of each month, we check to see whether you have at least $7,500 in the guaranteed interest option. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly trans- Contract features and benefits 33 fer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not currently participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. If you elect a GPB, you may also elect the 12 month or General dollar cost averaging program. If you elect either of these programs, everything other than amounts allocated to the fixed maturity option under the GPB must be allocated to that dollar cost averaging program. You may still elect the Investment simplifier for amounts transferred from investment options (other than the fixed maturity option under the GPB you have elected), and, for GPB Option 1, you may also elect Investment simplifier for subsequent contributions. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum income benefit (or the "Living Benefit") base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states (see Appendix VII later in this Prospectus for more information on state availability). GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits as described in this section. The benefit base for the Guaranteed minimum income benefit and an enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base (known as the "Living Benefit" under certain existing contracts) is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. 6% (OR 5%) ROLL-UP TO AGE 85 (USED FOR THE 6% ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 ENHANCED DEATH BENEFIT OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% (or 5%) with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond) and monies allocated to the 12 month dollar cost averaging program; the effective annual rate is 4% in Washington. Please see Appendix VII later in this Prospectus to see what roll-up rate applies in your state (or Appendix VIII for what applies to your contract); and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the Special 10 year fixed maturity option, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the annuitant's 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% (or 5%) Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. 34 Contract features and benefits GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. If after your death your spouse continues this contract as Successor owner/annuitant, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is annuitant age 75. It is important to note that once you have reset your Roll-Up benefit base, a new 10 year waiting period to exercise the Guaranteed minimum income benefit will apply from the date of the reset; you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. The Roll-Up benefit base for both the Greater of enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. For information about whether the Guaranteed death benefit/ Guaranteed minimum income benefit roll-up benefit base reset is available under your contract, please see Appendix VIII later in this Prospectus. The availability of the Guaranteed minimum death benefit/ guaranteed minimum income benefit roll-up benefit base reset is also subject to state approval. Please contact your financial professional for more information about availability in your state. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed in "Guaranteed minimum income benefit option" below and annuity payout options are discussed in "Accessing your money" later in this Prospectus. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the annuitant's (and any joint annuitant's) age and sex in certain instances. GUARANTEED MINIMUM INCOME BENEFIT OPTION (DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT, THIS BENEFIT MAY BE CALLED THE "LIVING BENEFIT." SEE APPENDIX VIII LATER IN THIS PROSPECTUS FOR MORE INFORMATION.) The Guaranteed minimum income benefit is available if the annuitant is age 20 through 75 at the time the contract is issued. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA or if you elect a GPB option or Principal Protector(SM), the Guaranteed minimum income benefit is not available. If you are an existing contract owner, the Guaranteed minimum income benefit rider may have been available with Principal assurance. See Appendix VIII later in this Prospectus for more information. If you are purchasing this contract to fund a Charitable Remainder Trust, the Guaranteed minimum income benefit is not available except for certain split-funded Charitable Remainder Trusts. If the annuitant was older than age 60 at the time an IRA or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If the owner and annuitant are different in an NQ contract, there may be circumstances where the benefit may not be exercisable after an owner's death. Depending on when you purchased your contract, if you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Also, for more information about when the Guaranteed minimum income benefit will terminate under your contract, please see Appendix VIII later in this Prospectus. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option, subject to state availability. If you are an existing contract owner, your options may be different. See Appendix VIII later in this Prospectus for more information. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the annuitant's age as follows: Contract features and benefits 35 - --------------------------------------- Level payments - --------------------------------------- Period certain years Annuitant's -------------------- age at exercise IRAs NQ - --------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - -------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. It provides income protection if you elect an income payout while the annuitant is alive. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". Subject to availability, in general, if your account value falls to zero (except, as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year), the Guaranteed minimum income benefit will be exercised automatically, based on the annuitant's current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o On the contract date anniversary following annuitant's 85th birthday. For information about whether the Guaranteed minimum income benefit no lapse guarantee is available under your contract, please see Appendix VIII later in this Prospectus. The availability of the Guaranteed minimum income benefit no lapse guarantee is dependent on when, and in what state, you purchased your contract. Please see Appendices VII and VIII, later in this Prospectus. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, 36 Contract features and benefits the guaranteed interest option, the fixed maturity options (including the Special 10 year fixed maturity option, if available) or the loan reserve account. - --------------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income pay- anniversary at exercise able for life - --------------------------------------------------------- 10 $11,891 15 $18,597 - --------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information, within 30 days following your contract date anniversary in order to exercise this benefit. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, then end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. You will be eligible to exercise the Guaranteed minimum income benefit during your life and the annuitant's life, as follows: o If the annuitant was at least age 20 and not older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If the annuitant was at least age 45 and not older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after the annuitant is age 60. o If the annuitant was at least age 50 and not older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's 85th birthday; (ii) if the annuitant was age 75 when the contract was issued or the Roll-Up benefit base was reset, if applicable, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following the annuitant's attainment of age 85; (iii) for Accumulator(R) Select(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Select(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise. However, if the Guaranteed minimum income benefit is automatically exercised as a result of the no lapse guarantee, a rollover into an IRA will not be effected and payments will be made directly to the trustee; (iv) if you reset the Roll-Up benefit base (if available and as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (v) a successor owner/annuitant may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original annuitant could have exercised the benefit. In addition, the successor owner/annuitant must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The successor owner/annuitant's age on the date of the annuitant's death replaces the annuitant's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. If Spousal Protection is available under your contract and is elected, and the spouse who is the annuitant dies, the above rules apply if the contract is continued by the surviving spouse as the successor owner annuitant; and (vi) if you are the owner but not the annuitant and you die prior to exercise, then the following applies: o A successor owner who is not the annuitant may not be able to exercise the guaranteed minimum income benefit without causing a tax problem. You should consider naming the annuitant as successor owner, or if you do not name a successor owner, as the sole primary beneficiary. You should carefully review your successor owner and/or beneficiary designations at least one year prior to the first contract date anniversary on which you could exercise the benefit. o If the successor owner is the annuitant, the guaranteed minimum income benefit continues only if the benefit could be exercised under the rules described above on a contract date anniversary that is within one year following the owner's death. This would be the only opportunity for the successor owner to exercise. If the guaranteed minimum income benefit cannot be exercised within this timeframe, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. Contract features and benefits 37 o If you designate your surviving spouse as successor owner, the guaranteed minimum income benefit continues and your surviving spouse may exercise the benefit according to the rules described above, even if your spouse is not the annuitant and even if the benefit is exercised more than one year after your death. If your surviving spouse dies prior to exercise, the rule described in the previous bullet applies. o A successor owner or beneficiary that is a trust or other non- natural person may not exercise the benefit; in this case, the benefit will terminate and the charge for it will no longer apply as of the date we receive proof of your death and any required information. See "When an NQ contract owner dies before the annuitant" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions adjusted for any withdrawals and any taxes that apply. The standard death benefit is the only death benefit available for annuitants ages 76 through 85 at issue. If you are an existing contract owner, the applicable issue ages may be different. Please see Appendix VIII later in this Prospectus for more information. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, information and forms necessary to effect payment, OR your elected enhanced death benefit on the date of the annuitant's death (adjusted for any subsequent withdrawals and taxes that apply), whichever provides the higher amount. If you elect the Spousal protection option, if available, the Guaranteed minimum death benefit is based on the age of the older spouse, who may or may not be the annuitant, for the life of the contract. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR ANNUITANTS AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS. IF YOU ALREADY OWN A CONTRACT, YOUR AVAILABLE ISSUE AGES MAY HAVE BEEN OLDER AT THE TIME YOU PURCHASED YOUR CONTRACT. Subject to state availability, you may elect one of the following enhanced death benefits (see Appendix VII later in this Prospectus for state availability of these benefits): o Annual Ratchet to age 85. o 6% Roll-Up to age 85. (no longer available ) o The Greater of 5% Roll-Up to age 85 or the Annual Ratchet to age 85 (no longer available ) o The Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. If you elect Principal Protector(SM), only the standard death benefit and the Annual Ratchet to Age 85 enhanced death benefit are available. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals and (transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus for more information on these guaranteed benefits. See Appendix III later in this Prospectus for an example of how we calculate an enhanced death benefit. Protection Plus(SM) Subject to state and contract availability and variation (see Appendices VII and VIII later in this Prospectus for more information), if you are purchasing a contract under which the Protection Plus(SM) feature is available, you may elect the Protection Plus(SM) death benefit at the time you purchase your contract. Protection Plus(SM) provides an additional death benefit as described below. See "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Protection Plus(SM) feature in an NQ, IRA or Rollover TSA contract. Once you purchase the Protection Plus(SM) feature, you may not voluntarily terminate this feature. If you elect Principal Protector(SM) the Protection Plus(SM) feature is not available. Depending on when you purchased your contract, if you elect the Protection Plus(SM) option described below and change ownership of the 38 Contract features and benefits contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the annuitant is 70 or younger when we issue your Contract (or if the successor owner/annuitant is 70 or younger when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit less total net contributions, multiplied by 40%. For purposes of calculating your Protection Plus(SM) benefit, the following applies: (i) "Net contributions" are the total contributions made (or, if applicable, the total amount that would otherwise have been paid as a death benefit had the successor owner/annuitant election not been made plus any subsequent contributions) adjusted for each withdrawal that exceeds your Protection Plus(SM) earnings. "Net contributions" are reduced by the amount of that excess. Protection Plus(SM) earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If you are an existing contract owner and not a new purchaser, your net contributions may be reduced on a pro rata basis to reflect withdrawals (including any TSA loans). For information about what applies to your contract, see Appendix VIII later in this Prospectus. If you elect the Protection Plus(SM) option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the annuitant is age 71 through 75 this age may be higher under certain existing contracts when we issue your contract (or if the successor owner/annuitant is between the ages of 71 and 75 when he or she becomes the successor owner/annuitant and Protection Plus(SM) had been elected at issue), the death benefit will be: the greater of: o the account value or o any applicable death benefit Increased by: o such death benefit (as described above) less total net contributions, multiplied by 25%. The value of the Protection Plus(SM) death benefit is frozen on the first contract date anniversary after the annuitant turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For an example of how the Protection Plus(SM) death benefit is calculated, please see Appendix VI. If you elect Spousal protection, the Protection Plus(SM) benefit is based on the age of the older spouse, who may or may not be the annuitant. Upon the death of the non-annuitant spouse, the account value will be increased by the value of the Protection Plus(SM) benefit as of the date we receive due proof of death. Upon the death of the annuitant, the value of the Protection Plus(SM) benefit is either added to the death benefit payment or to the account value if Successor owner/annuitant is elected. If the surviving spouse elects to continue the contract, the benefit will be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. See "Spousal protection" in "Payment of death benefit" later in this Prospectus for more information. Protection Plus(SM) must be elected when the contract is first issued: neither the owner nor the successor owner/annuitant can add it subsequently. Ask your financial professional or see Appendix VII later in this Prospectus to see if this feature is available in your state. PRINCIPAL PROTECTOR(SM) As described below, Principal Protector(SM) provides for recovery of your total contributions through withdrawals, even if your account value falls to zero, provided that during each contract year, your total withdrawals do not exceed your Guaranteed Annual withdrawal amount. Principal Protector(SM) is not an automated withdrawal program. You may request a withdrawal through any of our available withdrawal methods. See "Withdrawing your account value" in "Accessing your money" later in this Prospectus. All withdrawals reduce your account value and the guaranteed minimum death benefit. Principal Protector(SM) may be elected at contract issue, for an additional charge, if the annuitant is age 0 through 85 for NQ contracts or age 20 through 75 for all IRA contracts. Please see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus for a description of the charge and when it applies. If you elect this benefit, you cannot terminate it. If you are an existing contract owner, this feature may not be available under your contract. See Appendix VIII later in this Prospectus for more information. If you die, and your beneficiary elects the Beneficiary continuation option, if available, your beneficiary may continue Principal Protector(SM) provided that the beneficiary was 75 or younger on the original contract date. If the beneficiary was older, Principal Protector(SM) will terminate without value even if the GWB benefit base is greater than zero. In the case of multiple beneficiaries, any beneficiary older than 75 may not continue Principal Protector(SM) and that beneficiary's portion of Contract features and benefits 39 the GWB benefit base will terminate without value, even if it was greater than zero. The ability to continue Principal Protector(SM) under the Beneficiary continuation option is subject to state availability. When and if it is approved in your state, it will be added to your contract if you had already elected Principal Protector(SM). See "Beneficiary continuation option" under "Payment of death benefit" later in the Prospectus for more information on continuing Principal Protector(SM) under the Beneficiary continuation option. If you are purchasing this contract as a TSA or Inherited IRA, Principal Protector(SM) is not available. This benefit is also not available if you elect the Guaranteed minimum income benefit, the Greater of 6% Roll-Up to age 85 and Annual Ratchet to Age 85 enhanced death benefit, Protection Plus(SM), GPB Option 1 or GPB Option 2. This benefit may not be available under your contract. For more information, please see Appendix VIII later in this Prospectus. If you elect the Principal Protector(SM) option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. You should not purchase Principal Protector(SM) if you plan to take withdrawals in excess of your GWB Annual withdrawal amount because those withdrawals significantly reduce or eliminate the value of the benefit. See "Effect of GWB Excess withdrawals" below. For traditional IRAs, the Principal Protector(SM) makes provision for you to take lifetime required minimum distributions ("RMDs") without losing the value of the Principal Protector(SM) guarantee, provided you comply with the conditions under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, including utilization of our Automatic RMD service, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. YOUR GWB BENEFIT BASE At issue, your GWB benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWB benefit base increases by the dollar amount of any additional contributions. o Your GWB benefit base decreases by the dollar amount of withdrawals. o Your GWB benefit base may be further decreased if a withdrawal is taken in excess of your GWB Annual withdrawal amount. o Your GWB benefit base may also be increased under the Optional step up provision. o Your GWB benefit base may also be increased under the one time step up applicable with the Beneficiary continuation option. Each of these events is described in detail below. Once your GWB benefit base is depleted, you may continue to make withdrawals from your account value, but they are not guaranteed under Principal Protector(SM). YOUR GWB ANNUAL WITHDRAWAL AMOUNT Your GWB Annual withdrawal amount is equal to either 5% or 7% ("Applicable percentage"), as applicable, of your initial GWB benefit base, and is the maximum amount that you can withdraw each year without making a GWB Excess withdrawal, as described below. When you purchase your contract, you choose between two available GWB Annual withdrawal options: o 7% GWB Annual withdrawal option o 5% GWB Annual withdrawal option The GWB Annual withdrawal amount may decrease as a result of a GWB Excess withdrawal and may increase as a result of an Automatic reset, additional contributions or a "step up" of the GWB benefit base; each of these transactions are discussed below in detail. Once you elect a GWB Annual withdrawal option, it cannot be changed. Your GWB Annual withdrawal amounts are not cumulative. If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. EFFECT OF GWB EXCESS WITHDRAWALS A GWB Excess withdrawal is caused when you withdraw more than your GWB Annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your GWB Annual withdrawal amount, the entire amount of the withdrawal and each subsequent withdrawal in that contract year are GWB Excess withdrawals. A GWB Excess withdrawal can cause a significant reduction in both your GWB benefit base and your GWB Annual withdrawal amount. If you make a GWB Excess withdrawal, we will recalculate your GWB benefit base and the GWB Annual withdrawal amount. As of the date of the GWB Excess withdrawal, the GWB benefit base is first reduced by the dollar amount of the withdrawal, and the reduced GWB benefit base and the GWB Annual withdrawal amount are then further adjusted, as follows: o If the account value after the deduction of the withdrawal is less than the GWB benefit base, then the GWB benefit base is reset equal to the account value. o If the account value after the deduction of the withdrawal is greater than or equal to the GWB benefit base, then the GWB benefit base is not adjusted further. o The GWB Annual withdrawal amount equals the lesser of: (i) the Applicable percentage of the adjusted GWB benefit base and (ii) the GWB Annual withdrawal amount prior to the GWB Excess withdrawal. You should not purchase this benefit if you plan to take withdrawals in excess of your GWB Annual withdrawal amount, as such withdrawals significantly reduce or eliminate the value of Principal Protector(SM). If your account value is less than your GWB benefit base (due, for example, to negative market performance), a GWB Excess withdrawal, even one that is only slightly more than your GWB Annual withdrawal amount, can significantly reduce your GWB benefit base and the GWB Annual withdrawal amount. 40 Contract features and benefits For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume in contract year four that your account value is $80,000, you have not made any prior withdrawals, and you request an $8,000 withdrawal. Your $100,000 benefit base is first reduced by $8,000 to now equal $92,000. Your GWB benefit base is then further reduced to equal the new account value: $72,000 ($80,000 minus $8,000). In addition, your GWB Annual withdrawal amount is reduced to $5,040 (7% of $72,000), instead of the original $7,000. You should further note that a GWB Excess withdrawal that reduces your account value to zero eliminates any remaining value in your GWB benefit base. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA and participate in our Automatic RMD service, and you do not take any other withdrawals, an automatic withdrawal under that program will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option and chooses scheduled payments, such payments will not cause a GWB Excess withdrawal, provided no additional withdrawals are taken. If your beneficiary chooses the "5-year rule" instead of scheduled payments, this waiver does not apply and a GWB Excess withdrawal may occur if withdrawals exceed the GWB Annual withdrawal amounts. EFFECT OF AUTOMATIC RESET If you take no withdrawals in the first five contract years, the Applicable percentage to determine your GWB Annual withdrawal amount will be automatically reset at no additional charge. The Applicable percentage under the 7% GWB Annual withdrawal option will be increased to 10%, and the Applicable percentage under the 5% GWB Annual withdrawal option will be increased to 7%. The Applicable percentage is automatically reset on your fifth contract date anniversary, and your GWB Annual withdrawal amount will be recalculated. If you die before the fifth contract date anniversary, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, if available, the Automatic reset will apply on the fifth contract date anniversary if you have not taken any withdrawals and: (1) your beneficiary chooses scheduled payments and payments have not yet started; or, (2) if your beneficiary chooses the "5-year rule" option and has not taken withdrawals. See "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. EFFECT OF ADDITIONAL CONTRIBUTIONS Anytime you make an additional contribution, we will recalculate your GWB benefit base and your GWB Annual withdrawal amount. Your GWB benefit base will be increased by the amount of the contribution and your GWB Annual withdrawal amount will be equal to the greater of (i) the Applicable percentage of the new GWB benefit base, or (ii) the GWB Annual withdrawal amount in effect immediately prior to the additional contribution. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, no additional contributions will be permitted. OPTIONAL STEP UP PROVISION Except as stated below, any time after the fifth contract date anniversary, you may request a step up in the GWB benefit base to equal your account value. If your GWB benefit base is higher than the account value as of the date we receive your step up request, no step up will be made. If a step up is made, we may increase the charge for the benefit. For a description of the charge increase, see "Principal Protector(SM) charge" in "Charges and expenses" later in this Prospectus. Once you elect to step up the GWB benefit base, you may not do so again for five complete contract years from the next contract date anniversary. Under both the Spousal protection and the successor owner annuitant features, upon the first death, the surviving spouse must wait five complete contract years from the last step up or from contract issue, whichever is later, to be eligible for a step up. As of the date of your GWB benefit base step up, your GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to your stepped up GWB benefit base. It is important to note that a step up in your GWB benefit base may not increase your GWB Annual withdrawal amount. In that situation, the effect of the step up is only to increase your GWB benefit base and support future withdrawals. We will process your step up request even if it does not increase your GWB Annual withdrawal amount, and we will increase the Principal Protector(SM) charge, if applicable. In addition, you will not be eligible to request another step up for five complete contract years. After processing your request, we will send you a confirmation showing the amount of your GWB benefit base and your GWB Annual withdrawal amount. For example, if you contribute $100,000 at contract issue, your initial GWB benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option, your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume you take withdrawals of $7,000 in each of the first five contract years, reducing the GWB benefit base to $65,000. After five contract years, further assume that your account value is $92,000, and you elect to step up the GWB benefit base from $65,000 to $92,000. The GWB Annual withdrawal amount is recalculated to equal the greater of 7% of the new GWB benefit base, which is $6,440 (7% of $92,000), or the current GWB Annual withdrawal amount, $7,000. Therefore, following the step up, even though your GWB benefit base has increased, your GWB Annual withdrawal amount does not increase and remains $7,000. The Optional step up provision is not available once your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option. However, if you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, the GWB benefit base will be stepped up to equal the account value, if higher, as of the transaction date that we receive the Beneficiary continuation Contract features and benefits 41 option election. As of the date of the GWB benefit base step up, your beneficiary's GWB Annual withdrawal amount will be equal to the greater of (i) your GWB Annual withdrawal amount before the step up, and (ii) your GWB Applicable percentage applied to the stepped up GWB benefit base. This is a one-time step up at no additional charge. OTHER IMPORTANT CONSIDERATIONS o Principal Protector(SM) protects your principal only through with-drawals. Your account value may be less than your total contributions. o You can take withdrawals under your contract without purchasing Principal Protector(SM). In other words, you do not need this benefit to make withdrawals. o Withdrawals made under Principal Protector(SM) will be treated, for tax purposes, in the same way as other withdrawals under your contract. o All withdrawals are subject to all of the terms and conditions of the contract. Principal Protector(SM) does not change the effect of withdrawals on your account value or guaranteed minimum death benefit; both are reduced by withdrawals whether or not you elect Principal Protector(SM). See "How withdrawals are taken from your account value" and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" in "Accessing your money" later in this Prospectus. o If you withdraw less than the GWB Annual withdrawal amount in any contract year, you may not add the remainder to your GWB Annual withdrawal amount in any subsequent year. o GWB Excess withdrawals can significantly reduce or completely eliminate the value of this benefit. See "Effect of GWB Excess withdrawals" above in this section and "Withdrawing your account value" in "Accessing your money" later in this Prospectus. o If you surrender your contract to receive its cash value, all benefits under the contract will terminate, including Principal Protector(SM) if your cash value is greater than your GWB Annual withdrawal amount. Therefore, when surrendering your contract, you should seriously consider the impact on Principal Protector(SM) when you have a GWB benefit base that is greater than zero. o If you die and your beneficiary elects the Beneficiary continuation option, then your beneficiary should consult with a tax adviser before choosing to use the "5-year rule." The "5-year rule" is described in "Payment of death benefit" under "Beneficiary continuation option" later in this Prospectus. The GWB benefit base may be adversely affected if the beneficiary makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. If you are an existing contract owner, this contract may not have been available when you purchased your contract. See Appendix VIII later in this Prospectus for more information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose.) The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally 42 Contract features and benefits made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for annuitants over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contri bution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. o The Guaranteed minimum income benefit, successor owner/ annuitant feature, 12-month dollar cost averaging program, automatic investment program, GPB Options 1 and 2, Principal Protector(SM) and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the annuity account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue taking required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional to find out what applies in your state. Generally, your refund will be the same as any other surrender and you will receive your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract, which will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, and (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract. Some states, however, require that we refund the full amount of your contribution (not reflecting (i), (ii) or (iii) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract, whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. Contract features and benefits 43 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE* Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; and (iv) the loan reserve account (applicable to Rollover TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges*; and (ii) the amount of any outstanding loan plus accrued interest (applicable to Rollover TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. ---------------------------------- * Depending on when you purchased your contract, your account value will be reduced by a pro rata portion of the administrative charge only. See Appendix VIII later in this Prospectus for more information. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal; (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (iv) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a Rollover TSA contract. In addition, if applicable, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, GPB Option 2, Principal Protector(SM) and/or the Protection Plus(SM) benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VII later in this Prospectus for any state variations with regard to the termination of your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE (not available under all contracts). In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL PROTECTOR(SM) (not available under all contracts) If you elect Principal Protector(SM) and your account value falls to zero due to a GWB Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, as discussed below, even if your GWB benefit base is greater than zero. If, however, your account value falls to zero, either due to a withdrawal or surrender that is not a GWB Excess withdrawal or due to a deduction of charges, please note the following: 44 Determining your contract's value o If your GWB benefit base equals zero, we will terminate your contract and make no payment. o If your GWB benefit base is greater than zero but less than or equal to the balance of your GWB Annual withdrawal amount, if any, for that contract year, we will terminate your contract and pay you any remaining GWB benefit base. o If your GWB benefit base is greater than the balance of your remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay you your GWB Annual withdrawal amount balance and terminate your contract, and we will pay you your remaining GWB benefit base as an annuity benefit, as described below. o If the Beneficiary continuation option is elected (not available in all states), and the account value falls to zero while there is a remaining GWB benefit base, we will make payments to the beneficiary as follows: o If the beneficiary had elected scheduled payments we will continue to make scheduled payments over remaining life expectancy until the GWB benefit base is zero, and the Principal Protector(SM) charge will no longer apply. o If the beneficiary had elected the "5-year rule" and the GWB benefit base is greater than the remaining GWB Annual withdrawal amount, if any, for that contract year, we will pay the beneficiary the GWB Annual withdrawal amount balance. We will continue to pay the beneficiary the remaining GWB Annual withdrawal amount each year until the GWB benefit base equals zero, or the contract terminates at the end of the fifth contract year, whichever comes first. Any remaining GWB benefit base at the end of the fifth contract year will terminate without value. ANNUITY BENEFIT. If the contract terminates and the remaining GWB benefit base is to be paid in installments, we will issue you an annuity benefit contract and make annual payments equal to your GWB Annual withdrawal amount on the contract date anniversary beginning on the next contract date anniversary, until the cumulative amount of such payments equals the remaining GWB benefit base (as of the date the contract terminates). The last installment payment may be smaller than the previous installment payments in order for the total of such payments to equal the remaining GWB benefit base. The annuity benefit supplemental contract will carry over the same owner, annuitant and beneficiary as under your contract. If you die before receiving all of your payments, we will make any remaining payments to your beneficiary. The charge for Principal Protector(SM) will no longer apply. If at the time of your death the GWB Annual withdrawal amount was being paid to you as an annuity benefit, your beneficiary may not elect the Beneficiary continuation option. Determining your contract's value 45 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer to a fixed maturity option that has a rate to maturity of 3% or less. o You may not transfer any amount to the 12-month dollar cost averaging program. o If the annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If the annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied, the rate to maturity is 3%. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment and affect your GPB. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the annuity account value being allocated to the guaranteed interest option, based on the annuity account value as of the previous business day. If you are an existing contract owner, this restriction may not apply. See Appendix VIII later in this Prospectus for contract variations. o No transfers are permitted into the Special 10 year fixed maturity option. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option, the interest sweep option and dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that 46 Transferring your money among investment options do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We offer rebalancing, which you can use to automatically reallocate your account value among your investment options. We currently offer two options: "Option I" and "Option II." Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will Transferring your money among investment options 47 not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers between the guaranteed interest option and the variable investment options. These rules are described in "Transferring your account value" earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in general or 12 month dollar cost averaging. 48 Transferring your money among investment options 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. If you withdraw more than 90% of your contract's current cash value, we will treat it as a request to surrender your contract for its cash value. See "Surrendering your contract to receive its cash value" below. For the potential tax consequences of withdrawals, see "Tax information" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals (and transfers out of the Special 10 year fixed maturity option) affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Guaranteed principal benefit option 2" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ------------------------------------------------------------ Lifetime required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion IRA Yes Yes Yes No - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes - -------------------------------------------------------------------------------- Inherited IRA Yes No No ** - -------------------------------------------------------------------------------- * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** This contract pays out post-death required minimum distributions. See "Inherited beneficiary contract" in "Contract, features and benefits" earlier in this Prospectus. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRAs) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. If you already own your contract, the applicable percentages may be higher. See Appendix VIII later in this Prospectus for information on what applies to your contract. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. This option is not available if you have elected a guaranteed principal benefit--if you are an existing contract owner, this restriction may not apply to you. See Appendix VIII later in this Prospectus for more information. SUBSTANTIALLY EQUAL WITHDRAWALS (All Rollover IRA and Roth Conversion IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. Accessing your money 49 You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. This option is not available if you have elected a guaranteed principal benefit--if you are an existing contract owner, this restriction may not apply to you. See Appendix VIII later in this Prospectus for more information. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH PRINCIPAL PROTECTOR(SM). If you elect Principal Protector(SM), provided no other withdrawals are taken during a contract year in which you participate in our Automatic RMD service, an automatic withdrawal using our service will not cause a GWB Excess withdrawal, even if it exceeds your GWB Annual withdrawal amount. If you take any other withdrawal while you participate in the service, however, this GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, you must elect and maintain participation in our Automatic RMD service at your required beginning date, or the contract date, if your required beginning date has occurred before the contract was purchased. See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options, and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options (other than the Special 10 year fixed maturity option, if applicable) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option, if applicable). HOW WITHDRAWALS (AND TRANSFERS OUT OF THE SPECIAL 10 YEAR FIXED MATURITY OPTION) AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED PRINCIPAL BENEFIT OPTION 2 In general, withdrawals will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). Transfers out of the Special 10 year fixed maturity option will reduce the GPB Option 2 amount on a pro rata basis. In addition, if you make a contract withdrawal from the Special 10 year fixed maturity option, we will reduce your GPB Option 2 in a similar manner; however, the reduction will reflect both a transfer out of the Special 10 year fixed maturity option and a withdrawal from the contract. Therefore, the reduction in the GPB Option 2 is greater when you take a contract withdrawal from the Special 10 year fixed maturity option than it would be if you took the withdrawal from another investment option. Similar to the example above, if your account value is $30,000 and you withdraw $12,000 from the Special 10 year fixed maturity option, you have withdrawn 40% of your account value. If your GPB Option 2 benefit was $40,000 before the withdrawal, the reduction to reflect the transfer out of the Special 10 year fixed maturity option would equal $16,000 ($40,000 x .40). The amount used to calculate the 50 Accessing your money reduction to reflect the withdrawal from the contract is $24,000 ($40,000 - $16,000). The reduction to reflect the withdrawal would equal $9,600 ($24,000 x ..40), and your new benefit after the withdrawal would be $14,400 ($24,000 - $9,600). With respect to the Guaranteed minimum income benefit and the Greater of 6% (or 5%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, withdrawals will reduce each of the benefits' 6% (or 5%) Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% (or 5%) or less of the 6% (or 5%) Roll-Up benefit base on the most recent contract date anniversary. Additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% (or 5%) of the benefit base on the most recent anniversary, that entire withdrawal and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% (or 5%) Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. If you already own your contract, the effect of withdrawals on your Guaranteed minimum income benefit and Guaranteed minimum death benefit (including) the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, may be different. See Appendix VIII later in this Prospectus for information on what applies to your contract. HOW WITHDRAWALS AFFECT PRINCIPAL PROTECTOR(SM) If you elect Principal Protector(SM), if available, any withdrawal reduces your GWB benefit base by the amount of the withdrawal. In addition, a GWB Excess withdrawal can significantly reduce your GWB Annual withdrawal amount and further reduce your GWB benefit base. For more information, see "Effect of GWB Excess withdrawals" and "Other important considerations" under "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. WITHDRAWALS TREATED AS SURRENDERS If you request to withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. Also, under certain contracts, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. If you are an existing contract owner, the rules in the preceding sentence may not apply under your contract or if the Guaranteed minimum income benefit no lapse guarantee is available and in effect on your contract. See Appendix VIII later in this Prospectus for information See also "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. SPECIAL RULES FOR PRINCIPAL PROTECTOR(SM) . If you elect Principal Protector(SM), all withdrawal methods described above can be used. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWB Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWB Excess withdrawal. In other words, if you take a GWB Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWB benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Principal Protector(SM)" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. Your contract contains further details of the loan provision. Please see Appendix VII later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan including any accrued and unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless Accessing your money 51 you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. A market value adjustment will apply to withdrawals from the fixed maturity options (including the Special 10 year fixed maturity option). If the amounts are withdrawn from the Special 10 year fixed maturity option, the guaranteed benefit will be adversely affected. See "Guaranteed principal benefit option 2" in "Contract features and benefits" earlier in this Prospectus. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the annuitant is living and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including Principal Protector(SM) (if applicable) if your cash value is greater than your GWB Annual withdrawal amount. If you have a GWB benefit base greater than zero, you should consider the impact of a contract surrender on the Principal Protector(SM) benefit. If your surrender request does not constitute a GWB Excess withdrawal, you may be eligible for additional benefits. If, however, your surrender request constitutes a GWB Excess withdrawal, you will lose those benefits. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect under your contract, the Guaranteed minimum income benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Annuity benefit" under "Insufficient account value" in "Determining your contract value" and "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option and fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Select(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Select(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Select(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Select(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VII later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in 52 Accessing your money "Contract features and benefits" earlier in this Prospectus). If you elect Principal Protector(SM) and choose to annuitize your contract, Principal Protector(SM) will terminate without value even if your GWB benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under Principal Protector(SM). See "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for annuitants age 83 Period certain annuity or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). For Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the Rollover TSA contract. You may choose to apply only part of the account value of your Accumulator(R) Select(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Select(SM). For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option (or "Living Benefit" option), different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. Accessing your money 53 THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin. In most states, it may not be earlier than thirteen months from the Accumulator(R) Select(SM) contract date. Please see Appendix VII later in this Prospectus for information on state variations. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) annuity payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect Principal Protector and your contract is annuitized at maturity, we will offer an annuity payout option for life that guarantees you will receive payments that are at least equal to what you would have received under Principal Protector until the point at which your GWB Benefit Base is depleted. After your GWB Benefit Base is depleted, you will continue to receive periodic payments while you are living. The amount of each payment will be the same as the payment amount that you would have received if you had applied your account value on the maturity date to purchase a life annuity at the annuity purchase rate guaranteed in your contract; this payment amount may be more or less than your GWB Annual Withdrawal amount. Please see Appendix VII later in this Prospectus for variations that may apply in your state. Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard death benefit); the Guaranteed minimum income benefit; Principal Protector(SM); and Protection Plus(SM). o On the first 10 contract date anniversaries -- a charge for GPB Option 2, if you elect this optional benefit. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. The fees and charges described are the maximum fees and charges that a contract owner will pay. Please see your contract and/or Appendix VIII for the fees and charges that apply under your contract. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section . The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard guaranteed minimum death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.35% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option, if applicable) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any Charges and expenses 55 remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. If you are an existing contract owner, the charge may be as much as 0.30% of the Annual Ratchet to age 85 benefit base. Please see Appendix VIII later in this Prospectus or your contract for more information. GREATER OF 5% ROLL-UP TO AGE 85 (no longer available.) If you elect this enhanced death benefit, we deduct a charge annually from your account value on each date anniversary for which it is in effect. The charge is equal to 0.50% of the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 benefit base. If you are existing contract owner, your charge may be less. Please see Appendix VIII later in this Prospectus or your contract for more information. 6% ROLL-UP TO AGE 85. (no longer available) If you elected the 6% Roll-Up to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.45% of the 6% Roll-Up to age 85 benefit base. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If these amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix VIII later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option. STANDARD DEATH BENEFIT. There is no additional charge for the standard death benefit. GUARANTEED PRINCIPAL BENEFIT OPTION 2 If you purchase GPB Option 2, we deduct a charge annually from your account value on the first 10 contract date anniversaries. The charge is equal to 0.50% of the account value. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct any remaining portion of the charge from amounts in any fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix VIII later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT (THE "LIVING BENEFIT") CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the annuitant reaches 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. If you are an existing contract owner, your charge may be less, Please see Appendix VIII later in this Prospectus or your contract for more information. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, 56 Charges and expenses we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix VIII later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option, if available). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. There is no charge if you exercise the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option or for the Guaranteed minimum income benefit no lapse guarantee. This option is not available under all contracts. PROTECTION PLUS(SM) CHARGE If you elect Protection Plus(SM), we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix VIII later in this Prospectus for more information. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. PRINCIPAL PROTECTOR(SM) CHARGE If you elect Principal Protector(SM), we deduct a charge annually as a percentage of your account value on each contract date anniversary. If you elect the 5% GWB Annual withdrawal option, the charge is equal to 0.35%. If you elect the 7% GWB Annual withdrawal option, the charge is equal to 0.50%. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VII later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If you are an existing contract owner, this pro rata deduction may not apply under your contract. See Appendix VIII later in this Prospectus for more information. If you die, and your beneficiary continues Principal Protector(SM) under the Beneficiary continuation option, we will not deduct a pro rata portion of the charge upon your death. However the Principal Protector(SM) charge will continue. A market value adjustment will apply to deductions from the fixed maturity options. If your GWB benefit base falls to zero but your contract is still in force, the charge will be suspended as of the next contract date anniversary. The charge will be reinstated, as follows: (i) if you make a subsequent contribution, we will reinstate the charge that was in effect at the time your GWB benefit base became depleted, (ii) if you elect to exercise the Optional step up provision, we will reinstate a charge, as discussed immediately below, and (iii) if your beneficiary elects the Beneficiary continuation option and reinstates the Principal Protector(SM) benefit with a one time step up, we will reinstate the charge that was in effect when the GWB benefit base fell to zero. If your beneficiary elects the Beneficiary continuation option, and is eligible to continue Principal Protector(SM), the benefit and the charge will continue unless your beneficiary tells us to terminate the benefit at the time of election. OPTIONAL STEP UP CHARGE. Every time you elect the Optional step up, we reserve the right to raise the benefit charge at the time of the step up. The maximum charge for Principal Protector(SM) with a 5% GWB Annual withdrawal option is 0.60%. The maximum charge for Principal Protector(SM) with a 7% GWB Annual withdrawal amount option is 0.80%. The increased charge, if any, will apply as of the next contract anniversary following the step up and on all contract date anniversaries thereafter. If you die and your beneficiary elects the Beneficiary continuation option, if available, a one time step up only (at no additional charge) is applicable. For more information on the Optional step up, one time step up and Automatic reset provisions, see "Principal Protector(SM) " in "Contract features and benefits." If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION PAYOUT OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. Charges and expenses 57 CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to 12b-1 fees. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. 58 Charges and expenses 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfer to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Protection Plus(SM) feature, as of the date we receive satisfactory proof of the annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the annuitant's death, adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. EFFECT OF THE ANNUITANT'S DEATH If the annuitant dies before the annuity payments begin, we will pay the death benefit to your beneficiary. Generally, the death of the annuitant terminates the contract. However, a surviving spouse, who is the sole primary beneficiary, of the deceased owner/annuitant can choose to be treated as the successor owner/annuitant and continue the contract. The Successor owner/ annuitant feature is only available under NQ and individually owned IRA (other than Inherited IRAs) contracts. See "Inherited IRA beneficiary continuation contract" in "Contracts features and benefits," earlier in this Prospectus. For NQ and all types of IRA contracts, a beneficiary may be able to have limited ownership as discussed under "Beneficiary continuation option" below. WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT Under certain conditions the owner changes after the original owner's death for purposes of receiving required distributions from the contract. When you are not the annuitant under an NQ contract and you die before annuity payments begin, unless you specify otherwise, the beneficiary named to receive this death benefit upon the annuitant's death will become the successor owner. If you do not want this beneficiary to be the successor owner, you should name a specific successor owner. You may name a successor owner at any time during your life by sending satisfactory notice to our processing office. If the contract is jointly owned and the first owner to die is not the annuitant, the surviving owner becomes the sole contract owner. This person will be considered the successor owner for purposes of the distribution rules described in this section. The surviving owner automatically takes the place of any other beneficiary designation. You should carefully consider the following if you have elected the Guaranteed minimum income benefit and you are the owner, but not the annuitant. Because the payments under the Guaranteed minimum income benefit are based on the life of the annuitant, and the federal tax law required distributions described below are based on the life of the successor owner, a successor owner who is not also the annuitant may not be able to exercise the Guaranteed minimum income benefit, if you die before annuity payments begin. Therefore, one year before you become eligible to exercise the Guaranteed minimum income benefit, you should consider the effect of your beneficiary designations on potential payments after your death. For more information, see "Exercise rules," under "Guaranteed minimum income benefit option," in "Contract features and benefits" earlier in this Prospectus. Unless the surviving spouse of the owner who has died (or in the case of a joint ownership situation, the surviving spouse of the first owner to die) is the successor owner for this purpose, the entire interest in the contract must be distributed under the following rules: o The cash value of the contract must be fully paid to the successor owner (new owner) within five years after your death (the "5-year rule"), or in a joint ownership situation, the death of the first owner to die. Payment of death benefit 59 o If Principal Protector(SM) was elected and if the "5-year rule" is elected and the successor owner dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. The successor owner should consult with a tax adviser before choosing to use the "5 year rule." The GWB benefit base may be adversely affected if the successor owner makes any withdrawals that cause a GWB Excess withdrawal. Also, when the contract terminates at the end of 5 years, any remaining GWB benefit base would be lost. If you elect Principal Protector(SM), the successor owner has the option to terminate the benefit and charge upon receipt by us of due proof of death and notice to discontinue the benefit; otherwise, the benefit and charge will automatically continue. o The successor owner may instead elect to receive the cash value as a life annuity (or payments for a period certain of not longer than the successor owner's life expectancy). Payments must begin within one year after the non-annuitant owner's death. Unless this alternative is elected, we will pay any cash value five years after your death (or the death of the first owner to die). o A successor owner should consider naming a new beneficiary. If the surviving spouse is the successor owner or joint owner, the spouse may elect to continue the contract. No distributions are required as long as the surviving spouse and annuitant are living. An eligible successor owner, including a surviving joint owner after the first owner dies, may elect the beneficiary continuation option for NQ contracts discussed in "Beneficiary continuation option" below. HOW DEATH BENEFIT PAYMENT IS MADE We will pay the death benefit to the beneficiary in the form of the annuity payout option you have chosen. If you have not chosen an annuity payout option as of the time of the annuitant's death, the beneficiary will receive the death benefit in a single sum. Payment of the death benefit in a lump sum terminates all rights and any applicable guarantees under the contract, including Guaranteed minimum income benefit, GPB Options 1 and 2, and Principal Protector(SM). However, subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuity payout options we offer at the time. See "Your annuity payout options" in "Accessing your money" earlier in this Prospectus. Please note that any annuity payout option chosen may not extend beyond the life expectancy of the beneficiary. SUCCESSOR OWNER AND ANNUITANT If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary or the joint owner, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant. The successor owner/annuitant must be 85 or younger as of the date of the non-surviving spouse's death. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary to effect the Successor owner/annuitant feature, we will increase the account value to equal your elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. In determining whether your applicable Guaranteed minimum death benefit option will continue to grow, we will use your surviving spouse's age as of the date we receive satisfactory proof of your death, any required instructions and the information and forms necessary to effect the successor owner/annuitant feature. We will determine whether your applicable Guaranteed minimum death benefit option will continue as follows: o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 84 or younger at death, the guaranteed minimum death benefit continues based upon the option that was elected by the original owner/annuitant and will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 75 or younger on the date of the original owner/annuitant's death, and the original owner/ annuitant was age 85 or older at death, we will reinstate the Guaranteed minimum death benefit that was elected by the original owner/annuitant. The benefit will continue to grow according to its terms until the contract date anniversary following the date the successor owner/annuitant reaches age 85. o If the successor owner/annuitant is age 76 or over on the date of the original owner/annuitant's death, the Guaranteed minimum death benefit will no longer grow, and we will no longer charge for the benefit. If you elect Principal Protector(SM), the benefit and charge will remain in effect. If the GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For information on the operation of the successor owner/annuitant feature with the Guaranteed minimum income benefit, see "Exercise of Guaranteed minimum income benefit" under "Guaranteed minimum income benefit option" in "Contract features and benefits," earlier in this Prospectus. For information on the operation of this fea- For information on the operation of the successor owner/annuitant feature with the Guaranteed minimum income benefit, see "Exercise of Guaranteed minimum income benefit" under "Guaranteed minimum income benefit option" in "Contract features and benefits," earlier in this Prospectus. For information on the operation of this fea-60 Payment of death benefit ture with Protection Plus(SM), see "Protection Plus(SM)" in "Guaranteed minimum death benefit "under "Contract features and benefits," earlier in this Prospectus. SPOUSAL PROTECTION SPOUSAL PROTECTION OPTION FOR NQ CONTRACTS ONLY. This feature permits spouses who are joint contract owners to increase the account value to equal the guaranteed minimum death benefit, if higher, and by the value of any Protection Plus(SM) benefit, if elected, upon the death of either spouse. This account value "step up" occurs even if the surviving spouse was the named annuitant. If you and your spouse jointly own the contract and one of you is the named annuitant, you may elect the Spousal protection option at the time you purchase your contract at no additional charge. Both spouses must be between the ages of 20 and 70 at the time the contract is issued and must each be named the primary beneficiary in the event of the other's death. The annuitant's age is generally used for the purpose of determining contract benefits. However, for the Annual Ratchet to age 85 and the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 guaranteed minimum death benefits and the Protection Plus(SM) benefit, the benefit is based on the older spouse's age. The older spouse may or may not be the annuitant. However, for purposes of the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option, the last age at which the benefit base may be reset is based on the annuitant's age, not the older spouse's age. If the annuitant dies prior to annuitization, the surviving spouse may elect to receive the death benefit, including the value of the Protection Plus(SM) benefit, or, if eligible, continue the contract as the sole owner/ annuitant by electing the successor owner/annuitant option. If the non-annuitant spouse dies prior to annuitization, the surviving spouse continues the contract automatically as the sole owner/annuitant. In either case, the contract would continue, as follows: o As of the date we receive due proof of the spouse's death, the account value will be reset to equal the Guaranteed minimum death benefit as of the date of the non-surviving spouse's death, if higher, increased by the value of the Protection Plus(SM) benefit. o The Guaranteed minimum death benefit continues to be based on the older spouse's age for the life of the contract, even if the younger spouse is originally or becomes the sole owner/annuitant. o The Protection Plus(SM) benefit will now be based on the surviving spouse's age at the date of the non-surviving spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit will be discontinued even if the surviving spouse is the older spouse (upon whose age the benefit was originally based). o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the successor owner/annuitant, if applicable. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect Principal Protector(SM), the benefit and charge will remain in effect. If your GWB benefit base is zero at the time of your death, and the charge had been suspended, the charge will be reinstated if any of the events, described in "Principal Protector(SM) charge" in "Charges and expenses" earlier in this Prospectus, occur. The GWB benefit base will not automatically be stepped up to equal the account value, if higher, upon your death. Your spouse must wait five complete years from the prior step up or from contract issue, whichever is later, in order to be eligible for the Optional step up. For more information, see "Principal Protector(SM)" in "Contract features and benefits" earlier in this Prospectus. We will not allow Spousal protection to be added after contract issue. If there is a change in owner or primary beneficiary, the Spousal protection benefit will be terminated. If you divorce but do not change the owner or primary beneficiary, Spousal protection continues. If you are an existing contract owner this feature may not be available to you. See Appendix VIII later in this Prospectus for more information about your contract. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VII later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have Payment of death benefit 61 reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o The beneficiary may choose at any time to withdraw all or a portion of the account value. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your ben eficiary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the beneficiary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments are elected, the beneficiary's sched uled payments will be calculated, using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates 62 Payment of death benefit permanently. In order to take advantage of this exception, the beneficiary must elect the scheduled payments rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as the Inherited annuity, may only be elected when the NQ contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. If the owner and annuitant are different and the owner dies before the annuitant, for purposes of this discussion, "beneficiary" refers to the successor owner. For a discussion of successor owner, see "When an NQ contract owner dies before the annuitant" earlier in this section. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts (regardless of whether the owner and annuitant are the same person): o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, GPB Option 2 or Principal Protector(SM) (in certain circumstances) under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. See below for certain circumstances where Principal Protector(SM) may continue to apply. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. o If you had elected Principal Protector(SM), your spousal beneficiary may not continue Principal Protector(SM), and the benefit will terminate without value, even if the GWB benefit base is greater than zero. In general, spousal beneficiaries who wish to continue Principal Protector(SM) should consider continuing the contract under the Successor owner and annuitant feature, if eligible. In general, eligibility requires that you must be the owner and annuitant and your spouse must be the sole primary beneficiary. Please see "Successor owner and annuitant" in "How death benefit payment is made" under "Payment of death benefit" earlier in this Prospectus for further details. If there are multiple beneficiaries who elect the Beneficiary continuation option, the spousal beneficiary may continue the contract without Principal Protector(SM) and non-spousal beneficiaries may continue with Principal Protector(SM). In this case, the spouse's portion of the GWB benefit base will terminate without value. o If the non-spousal beneficiary chooses scheduled payments under "Withdrawal Option 1," as discussed above in this section, Principal Protector(SM) may not be continued and will automatically terminate without value even if the GWB benefit base is greater than zero. o If you had elected Principal Protector(SM), your non-spousal beneficiary may continue the benefit, as follows: o The beneficiary was 75 or younger on the original contract date. o The benefit and charge will remain in effect unless your beneficiary tells us to terminate the benefit at the time of the Beneficiary continuation option election. o One time step up: Upon your death, if your account value is greater than the GWB benefit base, the GWB benefit base will be automatically stepped up to equal the account value, at no additional charge. If Principal Protector(SM) is not in effect at the time of your death because the GWB benefit Payment of death benefit 63 base is zero, the beneficiary may reinstate the benefit (at the charge that was last in effect) with the one time step up. If the beneficiary chooses not to reinstate the Principal Protector(SM) at the time the Beneficiary continuation option is elected, Principal Protector(SM) will terminate. o If there are multiple beneficiaries, each beneficiary's interest in the GWB benefit base will be separately accounted for. o As long as the GWB benefit base is $5,000 or greater, the beneficiary may elect the Beneficiary continuation option and continue Principal Protector(SM) even if the account value is less than $5,000. o If scheduled payments under "Withdrawal Option 2" is elected, the beneficiary's scheduled payments will be calculated using the greater of the account value or the GWB benefit base, as of each December 31. If the beneficiary dies prior to receiving all payments, we will make the remaining payments to the person designated by the deceased non-spousal beneficiary, unless that person elects to take any remaining account value in a lump sum, in which case any remaining GWB benefit base will terminate without value. o If the "5-year rule" is elected and the beneficiary dies prior to the end of the fifth year, we will pay any remaining account value in a lump sum and the contract and any remaining GWB benefit base will terminate without value. o Provided no other withdrawals are taken during a contract year while the beneficiary receives scheduled payments, the scheduled payments will not cause a GWB Excess withdrawal, even if they exceed the GWB Annual withdrawal amount. If the beneficiary takes any other withdrawals while the Beneficiary continuation option scheduled payments are in effect, the GWB Excess withdrawal exception terminates permanently. In order to take advantage of this exception, the beneficiary must elect scheduled payments under "Withdrawal Option 2" rather than the "5-year rule." If the beneficiary elects the "5-year rule," there is no exception. If you are both the owner and annuitant: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the annuity account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Protection Plus(SM) feature, adjusted for any subsequent withdrawals. If the owner and annuitant are not the same person: o If the beneficiary continuation option is elected, the beneficiary automatically becomes the new annuitant of the contract, replacing the existing annuitant. o The annuity account value will not be reset to the death benefit amount. If a contract is jointly owned: o The surviving owner supersedes any other named beneficiary and may elect the beneficiary continuation option. o If the deceased joint owner was also the annuitant, see "If you are both the owner and annuitant" earlier in this section. o If the deceased joint owner was not the annuitant, see "If the owner and annuitant are not the same person" earlier in this section. 64 Payment of death benefit 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Select(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax, and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, the amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Select(SM)'s 12 month dollar cost averaging, choice of death benefits, the Principal Protector(SM) benefit, the Guaranteed minimum income benefit, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, the guaranteed minimum income benefit and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. ANNUITY PAYMENTS Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying Tax information 65 taxes on it. This is your "investment in the contract." Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. PROTECTION PLUS(SM) FEATURE In order to enhance the amount of the death benefit to be paid at the annuitant's death, you may purchase a Protection Plus(SM) rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Protection Plus(SM) rider is not part of the contract. In such a case the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant are the same under the source contract and the Accumulator(R) Select(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Select(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for NQ contracts. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The ruling also does not address the effect of the retention of the Principal Protector(SM) feature discussed earlier in this Prospectus under "Contract features and benefits," which a non-spousal beneficiary may elect under certain conditions. Before electing the beneficiary continuation option feature, the individuals you designate as beneficiary or successor owner should discuss with their tax advisers the consequences of such elections. 66 Tax information The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Accounts 45 and 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Accounts 45 and 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Accounts 45 and 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Accounts 45 and 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). We also offer the Inherited IRA for payment of post-death required minimum distributions from traditional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). For some of the contracts covered by this Prospectus, we have received an opinion letter from the IRS approving the respective forms of the Accumulator(R) Select(SM) traditional and Roth IRA contracts for use as a traditional IRA and a Roth IRA, respectively. For others, we have not Tax information 67 applied for an opinion letter from the IRS to approve the respective forms of the Accumulator(R) Select(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under any series of Accumulator(R) Select(SM) traditional and Roth IRA contracts. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature is offered for IRA contracts, subject to state and contract availability. We have received IRS Opinion Letters that the contract with a similar Protection Plus(SM) feature qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Select(SM) IRA or Accumulator(R) Select(SM) Roth IRA with the optional Protection Plus(SM) feature. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS You can cancel any version of the Accumulator(R) Select(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS) CONTRIBUTIONS TO TRADITIONAL IRAS. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS LIMITS ON CONTRIBUTIONS. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008 the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. SPECIAL RULES FOR SPOUSES. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. DEDUCTIBILITY OF CONTRIBUTIONS. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007 your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases 68 Tax information out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $75,000 and $85,000 in 2006. In 2007, the deduction will phase out for AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2006, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit ADDITIONAL "SAVER'S CREDIT" FOR CONTRIBUTIONS TO A TRADITIONAL IRA OR ROTH IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. NONDEDUCTIBLE REGULAR CONTRIBUTIONS. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. WHEN YOU CAN MAKE REGULAR CONTRIBUTIONS. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. ROLLOVER AND TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. ROLLOVERS FROM "ELIGIBLE RETIREMENT PLANS" OTHER THAN TRADITIONAL IRAS Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: Tax information 69 o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN TRADITIONAL IRAS Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. EXCESS CONTRIBUTIONS Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; 70 Tax information (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. RECHARACTERIZATIONS Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. TAXATION OF PAYMENTS. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. REQUIRED MINIMUM DISTRIBUTIONS BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. WHEN YOU HAVE TO TAKE THE FIRST LIFETIME REQUIRED MINIMUM DISTRIBUTION. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. Tax information 71 HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. DO YOU HAVE TO PICK THE SAME METHOD TO CALCULATE YOUR REQUIRED MINIMUM DISTRIBUTIONS FOR ALL OF YOUR TRADITIONAL IRAS AND OTHER RETIREMENT PLANS? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED ON THE METHOD YOU CHOOSE? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. WHAT ARE THE REQUIRED MINIMUM DISTRIBUTION PAYMENTS AFTER YOU DIE? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. INDIVIDUAL BENEFICIARY. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expectancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. SPOUSAL BENEFICIARY. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. NON-INDIVIDUAL BENEFICIARY. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If 72 Tax information the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. SUCCESSOR OWNER AND ANNUITANT If your spouse is the sole primary beneficiary and elects to become the successor owner and annuitant, no death benefit is payable until your surviving spouse's death. PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH IRA death benefits are taxed the same as IRA distributions. BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. EARLY DISTRIBUTION PENALTY TAX A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method). To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Select(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. CONTRIBUTIONS TO ROTH IRAS Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. REGULAR CONTRIBUTIONS TO ROTH IRAS LIMITS ON REGULAR CONTRIBUTIONS. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for and 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your Tax information 73 ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007); o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. WHEN YOU CAN MAKE CONTRIBUTIONS. Same as traditional IRAs. DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible. ROLLOVERS AND DIRECT TRANSFERS WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. CONVERSION CONTRIBUTIONS TO ROTH IRAS In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever 74 Tax information made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. RECHARACTERIZATIONS You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. HOW TO RECHARACTERIZE. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. DISTRIBUTIONS FROM ROTH IRAS Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; Tax information 75 o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. QUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. REQUIRED MINIMUM DISTRIBUTIONS DURING LIFE Lifetime required minimum distributions do not apply. REQUIRED MINIMUM DISTRIBUTIONS AT DEATH Same as traditional IRA under "What are the required minimum distribution payments after you die?" PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS Same as traditional IRA. EXCESS CONTRIBUTIONS Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. EARLY DISTRIBUTION PENALTY TAX Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) GENERAL This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004 the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the estab- 76 Tax information lishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. PROTECTION PLUS(SM) FEATURE The Protection Plus(SM) feature is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Protection Plus(SM) benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Protection Plus(SM) rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Protection Plus(SM) benefit is not part of the contract, in such a case, the charges for the Protection Plus(SM) rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Select(SM) Rollover TSA contract with the optional Protection Plus(SM) feature. CONTRIBUTIONS TO TSAS There are two ways you can make contributions to establish this Accumulator(R) Select(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Select(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. EMPLOYER-REMITTED CONTRIBUTIONS. The Accumulator(R) Select(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis.. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: Tax information 77 o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Select(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Select(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Select(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Select(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. DISTRIBUTIONS FROM TSAS GENERAL. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. WITHDRAWAL RESTRICTIONS. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Select(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax defi nition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. ANNUITY PAYMENTS. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. 78 Tax information LOANS FROM TSAS. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Select(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VII later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. REQUIRED MINIMUM DISTRIBUTIONS Generally the same as traditional IRA with these differences: WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to Tax information 79 delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Select(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. SPOUSAL CONSENT RULES This will only apply to you if you establish your Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. EARLY DISTRIBUTION PENALTY TAX A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. 80 Tax information FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. Tax information 81 8. More information - -------------------------------------------------------------------------------- ABOUT OUR SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within Separate Account No. 49 invests solely in class B/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling its shares. All dividends and other distributions on Trust shares are reinvested in full. The Board of Trustees of the Trusts may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan and other aspects of its operations, appears in the prospectuses for each Trust which generally accompany this Prospectus, or in their respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2008 3.30% $96.81 2009 3.34% $93.63 2010 3.39% $90.47 2011 3.48% $87.20 2012 3.58% $83.86 2013 3.65% $80.63 2014 3.72% $77.42 2015 3.76% $74.42 - -------------------------------------------------------------------------------- 82 More information - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2016 3.84% $71.22 2017 3.89% $68.25 - -------------------------------------------------------------------------------- HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw all of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. See Appendix II at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity option, the "current rate to maturity" will be determined by using a widely-published Index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and fixed maturity options, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. More information 83 ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, Inherited IRA Beneficiary Continuation (traditional IRA or Roth IRA) or Rollover TSA contracts, nor is it available with GPB Option 2. Please see Appendix VII later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. 84 More information o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. One result of proportional voting is that a small number of contract owners may control the outcome of a vote. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distributions of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, Protection Plus(SM) death benefit, Guaranteed principal benefit option 2, and/or the Principal Protector(SM) ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. If you are an existing contract owner, this restriction may not apply to you. See Appendix VIII later in this Prospectus for more information. However, the Benefit will not terminate if the ownership of the contract is transferred to: (i) a family member (as defined in the contract); (ii) a trust created for the benefit of a family member or members; (iii) a trust qualified under More information 85 section 501(c) of the Internal Revenue Code; or (iv) a successor by operation of law, such as an executor or guardian. Please speak with your financial professional for further information. See Appendix VII later in this Prospectus for any state variations with regard to terminating any benefits under your contract. You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA or Rollover TSA contract to another similar arrangement under federal income tax rules. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.00% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 2.00% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Select(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or 86 More information other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Selling broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. More information 87 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. 88 Incorporation of certain documents by reference Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.70%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - --------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.43 $ 12.45 $ 11.72 $ 10.66 -- - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,109 1,519 656 32 -- - --------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.31 $ 10.82 $ 10.74 $ 10.30 -- - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,800 1,000 281 1 -- - --------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.96 $ 11.19 $ 11.02 $ 10.41 -- - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,022 2,176 414 84 -- - --------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 46.21 $ 42.61 $ 41.36 $ 38.70 $ 33.05 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,325 1,725 893 383 86 - --------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.82 $ 12.28 $ 11.71 $ 10.66 -- - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 14,705 6,917 2,788 46 -- - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 55.37 $ 53.59 $ 50.38 $ 45.72 $ 33.82 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 47 25 28 10 4 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.30 $ 11.08 $ 11.07 $ 10.84 $ 10.63 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,030 1,611 1,424 1,202 628 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.87 $ 11.49 $ 10.93 $ 9.91 $ 7.87 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 400 338 284 143 57 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 30.26 $ 28.00 $ 27.64 $ 25.87 $ 21.48 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 758 755 771 557 125 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.64 $ 13.51 $ 11.90 $ 10.27 $ 7.78 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,030 783 806 360 135 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.11 $ 10.85 $ 10.34 $ 9.59 $ 7.61 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 453 353 272 238 104 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.47 $ 9.62 $ 9.10 $ 8.68 $ 6.76 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,014 980 876 792 408 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.10 $ 12.02 $ 11.42 $ 10.15 $ 7.88 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,363 1,238 1,242 726 316 - --------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - --------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.74 $ 9.96 $ 9.35 $ 8.52 $ 6.18 - --------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,035 1,075 1,055 731 292 - --------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-1 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.68 $ 12.13 $ 11.49 $ 10.15 $ 7.34 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1010 876 1,011 560 206 - ------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.41 $ 9.87 $ 9.02 $ 8.74 $ 5.64 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 350 311 306 98 14 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------------------- Unit value $239.37 $ 219.99 $ 214.55 $ 191.26 $ 130.09 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 73 73 64 29 9 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 32.85 $ 28.19 $ 27.18 $ 24.60 $ 19.19 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 563 618 549 371 133 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.92 $ 17.67 $ 17.76 $ 17.72 $ 17.65 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 376 481 416 458 259 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.67 $ 14.55 $ 12.84 $ 11.05 $ 8.32 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,508 1,037 649 530 142 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.80 $ 6.96 $ 6.16 $ 5.78 $ 4.77 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,042 1,055 981 856 341 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.63 $ 15.31 $ 15.27 $ 14.97 $ 14.71 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 590 573 555 512 198 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.56 $ 16.39 $ 14.95 $ 13.34 $ 9.63 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 462 372 312 478 121 - ------------------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 17.38 $ 14.57 $ 14.06 $ 12.60 $ 9.96 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,507 2,363 2,169 1,481 530 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.31 $ 10.35 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 123 40 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.91 $ 10.94 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 429 784 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.59 $ 5.78 $ 5.54 -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 504 326 15 -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.81 $ 8.51 $ 7.96 $ 7.82 $ 6.22 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 353 314 204 249 42 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.67 $ 12.00 $ 11.62 $ 11.20 $ 9.19 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,484 351 160 164 40 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.13 $ 12.06 $ 10.47 $ 9.38 $ 7.19 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,208 2,337 1,926 1,026 282 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.72 $ 11.55 $ 11.08 $ 10.16 $ 7.86 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,393 1,585 1,200 776 200 - ------------------------------------------------------------------------------------------------------------------------------- A-2 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - ------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------ 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.24 $ 11.33 $ 10.87 $ 10.12 $ 7.55 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,611 2,349 2,037 1,222 345 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.01 $ 10.37 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 225 81 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 216 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 28.64 $ 25.31 $ 24.66 $ 22.76 $ 18.11 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,418 1,604 1,386 1,074 399 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.90 $ 9.74 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 185 8 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.67 $ 8.33 $ 8.15 $ 7.75 $ 5.70 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 215 280 377 218 32 - ------------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.47 $ 10.97 $ 9.62 $ 6.81 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,890 1,556 1,391 883 285 - ------------------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.96 $ 15.34 $ 14.02 $ 12.10 $ 9.24 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,156 1,107 1,007 636 237 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 368 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 38 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.56 $ 10.48 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 193 77 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 25.76 $ 22.05 $ 21.50 -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 233 79 9 -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/International Growth - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.17 $ 11.47 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 269 56 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.22 $ 6.26 $ 5.93 $ 5.38 $ 4.35 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 886 788 70 561 192 - ------------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.88 $ 13.57 $ 13.50 $ 13.20 $ 12.99 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,477 1,527 1,343 1,175 441 - ------------------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.53 $ 13.12 $ 12.84 $ 11.78 $ 9.45 - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 351 347 370 307 128 - ------------------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.17 $ 10.63 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 532 144 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-3 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - --------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.98 $ 9.98 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 135 173 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - --------------------------------------------------------------------------------------------------------------------------------- Unit value $12.18 $ 10.57 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 308 83 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - --------------------------------------------------------------------------------------------------------------------------------- Unit value $11.67 $ 10.54 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 196 84 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - --------------------------------------------------------------------------------------------------------------------------------- Unit value $12.29 $ 11.12 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 591 290 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - --------------------------------------------------------------------------------------------------------------------------------- Unit value $16.13 $ 15.01 $ 13.79 $ 12.69 $ 9.85 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,714 2,354 1,938 1,510 386 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - --------------------------------------------------------------------------------------------------------------------------------- Unit value $23.37 $ 19.66 $ 19.43 $ 17.87 $ 13.86 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 856 849 802 502 184 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - --------------------------------------------------------------------------------------------------------------------------------- Unit value $22.13 $ 17.91 $ 16.44 $ 13.75 $ 10.92 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1052 782 522 441 161 - --------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - --------------------------------------------------------------------------------------------------------------------------------- Unit value $14.58 $ 13.76 $ 12.84 $ 11.60 $ 9.12 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 192 184 149 93 38 - --------------------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - --------------------------------------------------------------------------------------------------------------------------------- Unit value $10.28 $ 9.26 $ 8.79 $ 8.03 $ 6.69 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 510 603 610 598 229 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Money Market - --------------------------------------------------------------------------------------------------------------------------------- Unit value $26.86 $ 26.15 $ 25.92 $ 26.17 $ 26.47 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1102 845 349 434 630 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 4.77 $ 4.49 $ 4.34 -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 83 72 22 -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - --------------------------------------------------------------------------------------------------------------------------------- Unit value $10.70 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 258 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - --------------------------------------------------------------------------------------------------------------------------------- Unit value $11.08 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 83 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - --------------------------------------------------------------------------------------------------------------------------------- Unit value $10.92 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 20 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - --------------------------------------------------------------------------------------------------------------------------------- Unit value $11.09 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 19 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 9.78 $ 9.91 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 730 286 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - --------------------------------------------------------------------------------------------------------------------------------- Unit value $10.17 $ 9.96 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 202 60 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- A-4 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME AFTER DECEMBER 31, 2006. - --------------------------------------------------------------------------------------------------------------------------------- For the years ending December 31, --------------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 19.05 $ 16.69 $ 16.22 $ 14.09 $ 10.43 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1201 991 884 641 270 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 8.54 $ 7.89 $ 7.46 -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 475 242 59 -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 16.60 $ 14.35 $ 14.00 $ 12.10 $ 8.44 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 744 596 575 449 122 - --------------------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 15.46 $ 16.39 $ 16.03 -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 47 41 6 -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 10.75 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 178 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 6.07 $ 5.41 $ 5.05 -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 104 69 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 11.85 $ 10.40 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 602 296 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 18.23 $ 13.53 $ 10.37 $ 8.53 $ 5.56 - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1239 755 609 457 69 - --------------------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 13.26 $ 12.34 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 297 179 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 14.12 $ 11.86 $ 11.36 -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 147 -- 1 -- -- - --------------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - --------------------------------------------------------------------------------------------------------------------------------- Unit value $ 22.83 $ 16.87 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 660 410 -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-5 Appendix II: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000 is made four years later on February 15, 2011(a) - --------------------------------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 --------------------------------------------- 5.00% 9.00% - --------------------------------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - --------------------------------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - --------------------------------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - --------------------------------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - --------------------------------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - --------------------------------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x - --------------------------------------------------------------------------------------------------------------------------------- [$50,000/(1)] $ 3,637 $ (3,847) - --------------------------------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - --------------------------------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - --------------------------------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - --------------------------------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - --------------------------------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 -------------- = ------------------ where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 -------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = --------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) B-1 Appendix II: Market value adjustment example Appendix III: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/Alliance Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options or the Special 10 year fixed maturity option), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an annuitant age 45 would be calculated as follows: - -------------------------------------------------------------------------------- End of 6% Roll-Up to age 85 Annual ratchet to age 85 contract enhanced enhanced year Account value death benefit(1) death benefit - -------------------------------------------------------------------------------- 1 $105,000 $106,000(1) $105,000(3) - -------------------------------------------------------------------------------- 2 $115,500 $112,360(2) $115,500(3) - -------------------------------------------------------------------------------- 3 $129,360 $119,102(2) $129,360(3) - -------------------------------------------------------------------------------- 4 $103,488 $126,248(1) $129,360(4) - -------------------------------------------------------------------------------- 5 $113,837 $133,823(1) $129,360(4) - -------------------------------------------------------------------------------- 6 $127,497 $141,852(1) $129,360(4) - -------------------------------------------------------------------------------- 7 $127,497 $150,363(1) $129,360(4) - -------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. 6% ROLL-UP TO AGE 85 (1) At the end of contract year 1, and again at the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. (2) At the end of contract years 2 and 3, the death benefit will be the current account value since it is higher than the current enhanced death benefit. ANNUAL RATCHET TO AGE 85 (3) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (4) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual ratchet to age 85 or the current account value.* * At the end of contract years 4 through 7, the death benefit will be the enhanced death benefit. At the end of contract years 1 through 3, the death benefit will be the current account value. Appendix III: Enhanced death benefit example C-1 Appendix IV: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit, the Protection Plus(SM) benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Select(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (3.01)%, 2.99% for the Accumulator(R) Select(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, Protection Plus(SM) benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85" Guaranteed minimum death benefit charge, the Protection Plus(SM) benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. D-1 Appendix IV: Hypothetical illustrations Variable deferred annuity Accumulator(R) Select(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 Guaranteed minimum death benefit Protection Plus Guaranteed minimum income benefit Greater of 6% Roll- Lifetime Annual Up to age 85 or the Guaranteed Minimum Income Benefit Annual Ratchet to Total Death Benefit --------------------------------- age 85 Guaranteed with Protection Guaranteed Hypothetical Account Value Cash Value Minimum Benefit Death Plus Income Income Contract ----------------- ----------------- --------------------- ------------------- ---------------- -------------- Age Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% -------- ------- ------- ------- ------- ------- ------- ------- ------ ------- ------ ------ ----- 60 1 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,326 101,305 95,326 101,305 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 90,728 102,564 90,728 102,564 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 86,200 103,772 86,200 103,772 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 81,735 104,923 81,735 104,923 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 77,325 106,009 77,325 106,009 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 72,962 107,023 72,962 107,023 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 68,638 107,958 68,638 107,958 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 64,347 108,804 64,347 108,804 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 60,080 109,554 60,080 109,554 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 38,763 111,475 38,763 111,475 226,090 226,090 276,527 276,527 14,266 14,266 14,266 14,266 79 20 16,695 109,178 16,695 109,178 302,560 302,560 383,584 383,584 20,393 20,393 20,393 20,393 84 25 0 100,560 0 100,560 0 404,893 0 493,179 0 34,821 0 34,821 89 30 0 97,829 0 97,829 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 97,815 0 97,815 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 97,812 0 97,812 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. Appendix IV: Hypothetical illustrations D-2 Appendix V: Guaranteed principal benefit example - -------------------------------------------------------------------------------- For purposes of these examples, we assume that there is an initial contribution of $100,000, made to the contract on February 15, 2007. We also assume that no additional contributions, no transfers among options and no withdrawals from the contract are made. For GPB Option 1, the example also assumes that a 10 year fixed maturity option is chosen. The hypothetical gross rates of return with respect to amounts allocated to the variable investment options are 0%, 6% and 10%. The numbers below reflect the deduction of all applicable separate account and contract charges and also reflect the charge for GPB Option 2. Also, for any given performance of your variable investment options, GPB Option 1 produces higher account values than GPB Option 2 unless investment performance has been significantly positive. The examples should not be considered a representation of past or future expenses. Similarly, the annual rates of return assumed in the example are not an estimate or guarantee of future investment performance. - ---------------------------------------------------------------------------------------------------------------------- Assuming 100% in variable Assuming 100% Under GPB Under GPB investment in FMO Option 1 Option 2 options - ---------------------------------------------------------------------------------------------------------------------- Amount allocated to FMO on February 15, 2007 based upon a 3.89% rate to maturity 100,000 68,250 40,000 -- - ---------------------------------------------------------------------------------------------------------------------- Initial account value allocated to the variable investment options on February 15, 2007 0 31,750 60,000 100,000 - ---------------------------------------------------------------------------------------------------------------------- Account value in the fixed maturity option on February 15, 2017 146,512 100,000 58,605 0 - ---------------------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 0% gross rate of return) 146,512 123,389 100,000* 73,666 - ---------------------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 6% gross rate of return) 146,512 142,628 132,467** 134,261 - ---------------------------------------------------------------------------------------------------------------------- Annuity account value (computed by adding together the value at the maturity date of the applicable fixed maturity option plus the value of amounts in the variable investment options on February 15, 2017, assuming a 10% gross rate of return) 146,512 162,399 167,481** 196,531 - ---------------------------------------------------------------------------------------------------------------------- * Since the annuity account value is less than the alternate benefit under GPB Option 2, the annuity account value is adjusted upward to the guaranteed amount or an increase of $3,358 in this example ** Since the annuity account value is greater than the alternate benefit under GPB Option 2, GPB Option 2 will not affect the annuity account value. E-1 Appendix V: Guaranteed principal benefit example Appendix VI: Protection Plus(SM) example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes Protection Plus for an annuitant age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. If you purchased your contract after approximately September 2003, the example shown in the second and third columns apply. For all other contract owners, the example in the last two columns apply. The calculation is as follows: $3000 $6000 withdrawal - withdrawal - No $3000 $6000 Prorata Prorata Withdrawal withdrawal withdrawal Treatment Treatment --------------------------------------------------------------------------------------------------------------------------- A Initial Contribution 100,000 100,000 100,000 100,000 100,000 --------------------------------------------------------------------------------------------------------------------------- B Death Benefit: prior to withdrawal.* 104,000 104,000 104,000 104,000 104,000 --------------------------------------------------------------------------------------------------------------------------- Protection Plus Earnings: Death Benefit less net C contributions (prior to the withdrawal in D). 4,000 4,000 4,000 N/A N/A B minus A. --------------------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 3,000 6,000 --------------------------------------------------------------------------------------------------------------------------- Withdrawal % as a % of AV (assuming Death E Benefit = AV) 0.00% N/A N/A 2.88% 5.77% greater of D divided by B --------------------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Protection Plus F earnings 0 0 2,000 N/A N/A greater of D minus C or zero --------------------------------------------------------------------------------------------------------------------------- Net Contributions (adjusted for the withdrawal in D) G A reduced for E or F 100,000 100,000 98,000 97,115 94,231 --------------------------------------------------------------------------------------------------------------------------- Death Benefit (adjusted for the withdrawal in D) H B minus D 104,000 101,000 98,000 101,000 98,000 --------------------------------------------------------------------------------------------------------------------------- Death Benefit less Net Contributions I H minus G 4,000 1,000 0 3,885 3,769 --------------------------------------------------------------------------------------------------------------------------- J Protection Plus Factor 40% 40% 40% 40% 40% --------------------------------------------------------------------------------------------------------------------------- Protection Plus Benefit K I times J 1,600 400 0 1,554 1,508 --------------------------------------------------------------------------------------------------------------------------- Death Benefit: Including Protection Plus L H plus K 105,600 101,400 98,000 102,554 99,508 --------------------------------------------------------------------------------------------------------------------------- * The Death Benefit is the greater of the Account Value or any applicable death benefit. Appendix VI: Protection Plus(SM) example F-1 Appendix VII: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Select(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. Please note that this may not be a complete list and the availability of features and benefits are subject to state approval and approval may be pending in your state. Additionally, certain features and/or benefits may have been approved in your state after your contract was issued and can not be added. Please contact your financial professional for more information about availability in your state. See also the "Contract Variations" appendix later in this Prospectus for information about the availability of certain features and their charges, if applicable, under your contract. STATES WHERE CERTAIN ACCUMULATOR(R) SELECT(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ----------------------------------------------------------------------------------------------------------------------------------- State Features and Benefits Availability or Variation - ----------------------------------------------------------------------------------------------------------------------------------- CALIFORNIA See "Contract features and benefits"--"Your right to If you reside in the state of California and you are cancel within a certain number of days" age 60 and older at the time the contract is issued, you may return your vari- able annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the money mar- ket account (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a transfer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If you allo- cate any portion of your initial contribution to the variable investment options (other than the money market account) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ----------------------------------------------------------------------------------------------------------------------------------- FLORIDA See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" - ----------------------------------------------------------------------------------------------------------------------------------- ILLINOIS See "Selecting an annuity payout option" under "Your Annuity payments may be elected twelve months from the annuity payout options" in "Accessing your money" contract date. - ----------------------------------------------------------------------------------------------------------------------------------- MARYLAND Fixed maturity options Not Available Guaranteed principal benefit option1 and Guaranteed Not Available principal benefit option 2 - ----------------------------------------------------------------------------------------------------------------------------------- MASSACHUSETTS Automatic investment program Not Available Annual administrative charge The annual administrative charge will not be deducted from amounts allocated to the Guaranteed interest option. - ----------------------------------------------------------------------------------------------------------------------------------- NEW YORK Greater of the 6% Roll-Up or Annual Ratchet Guaran- Not Available (you have a choice of the standard death teed minimum death benefit benefit or the Annual Ratchet to age 85 guaranteed minimum death benefit), as described earlier in this Prospectus. Guaranteed minimum death benefit/guaranteed mini- Not Available mum income benefit roll-up benefit base reset Guaranteed minimum income benefit no lapse guar- Not Available antee Principal Protector(SM) Not Available Protection Plus(SM) Not Available - ----------------------------------------------------------------------------------------------------------------------------------- G-1 Appendix VII: State contract availability and/or variations of certain features and benefits - ----------------------------------------------------------------------------------------------------------------------------------- State Features and Benefits Availability or Variation - ----------------------------------------------------------------------------------------------------------------------------------- NEW YORK, See "Insufficient account value" in "Determining your If your account value in the variable investment CONTINUED contract's value" options and the fixed maturity options is insufficient to pay the annual adminis- trative charge, or either enhanced death benefit charge, and you have no account value in the guaranteed interest option, your contract will terminate without value, and you will lose any appli- cable benefits. See "Charges and expenses" earlier in this Prospectus. See "The amount applied to purchase an annuity The amount applied to purchase an annuity payout option payout option" in "Accessing your money" varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any market value adjustments. The income provided, however, will never be less than what would be provided by applying the account value to the guaran- teed annuity purchase factors. See "Charges and expenses" With regard to the Annual administrative, either enhanced death benefit, Guaranteed principal benefit option 2 and Guaranteed minimum income benefit charges, respectively, we will deduct the related charge, as follows for each: we will deduct the charge from your value in the variable investment options on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (other than the Special 10 year fixed maturity option) in the order of the earliest maturity date(s) first. If such amounts are still insufficient, we will deduct any remaining portion from the Special 10 year fixed maturity option. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options (including the Special 10 year fixed maturity option). Deductions from the fixed maturity options (including the Special 10 year fixed maturity option) cannot cause the credited net interest for the contract year to fall below 1.5%. With regard to the Annual administrative, and either enhanced death benefit charge only, if your account value in the variable investment options and the fixed maturity options is insufficient to pay the applicable charge, and you have no account value in the guaranteed interest option, your contract will terminate with- out value and you will lose any applicable guaranteed benefits. Please see "Insufficient account value" in "Determining your contract's value" earlier in this Prospectus. See "Annuity maturity date" in "Accessing your The maturity date by which you must take a lump sum money" with- drawal or select an annuity payout option is as follows: Maximum Issue age Annuitization age --------- ----------------- 0-80 90 81 91 82 92 83 93 84 94 85 95 Please see this section earlier in this Prospectus for more information. - ----------------------------------------------------------------------------------------------------------------------------------- Appendix VII: State contract availability and/or variations of certain features and benefits G-2 - ----------------------------------------------------------------------------------------------------------------------------------- State Features and Benefits Availability or Variation - ----------------------------------------------------------------------------------------------------------------------------------- PENNSYLVANIA Contribution age limitations If the annuitant was 0-75 at contract issue, the maximum contri- bution age is 85. See "Annuity maturity date" in "Accessing your money" The maturity date by which you must take a lump sum with- drawal or select an annuity payout option is as follows: Maximum Issue age annuitization age --------- ----------------- 0-75 85 76 86 77 87 78-80 88 81-85 90 Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ----------------------------------------------------------------------------------------------------------------------------------- PUERTO RICO IRA, Roth IRA, Inherited IRA, QP and Rollover TSA Not Available contracts Beneficiary continuation option (IRA) Not Available - ----------------------------------------------------------------------------------------------------------------------------------- TEXAS See "Annual administrative charge" in "Charges and The annual administrative charge will not be deducted expenses" from amounts allocated to the Guaranteed interest option. - ----------------------------------------------------------------------------------------------------------------------------------- UTAH See "Transfers of ownership, collateral assignments, The second paragraph in this section is deleted. loans and borrowing" in "More information" - ----------------------------------------------------------------------------------------------------------------------------------- VERMONT Loans under Rollover TSA contracts Taking a loan in excess of the Internal Revenue Code limits may result in adverse tax consequences. Please consult your tax adviser before taking a loan that exceeds the Internal Revenue Code limits. - ----------------------------------------------------------------------------------------------------------------------------------- WASHINGTON Guaranteed interest option (for contracts issued from Not Available approximately December 2004 to December 2006) Investment simplifier -- Fixed-dollar option and Inter- Not Available est sweep option Fixed maturity options Not Available Guaranteed Principal Benefit Options 1 and 2 Not Available Income Manager(SM) payout option Not Available Protection Plus(SM) Not Available See "Guaranteed minimum death benefit" in "Con- You have a choice of the standard death benefit, the tract features and benefits" Annual Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted from expenses" the value in the variable investment options on a pro rata basis. - ----------------------------------------------------------------------------------------------------------------------------------- G-3 Appendix VII: State contract availability and/or variations of certain features and benefits Appendix VIII: Contract Variations - -------------------------------------------------------------------------------- You may be receiving this Prospectus as a current contract owner. If you are a current contract owner, you should note that your contract's options, features and charges may vary from what is described in this Prospectus depending on the approximate date on which you purchased your contract. You may not change your contract or its features after issue. This Appendix reflects contract variations that differ from what is described in this Prospectus but may have been in effect at the time your contract was issued. If you purchased your contract during the "Approximate Time Period" below, the noted variation may apply to you. In addition, options and/or features may vary among states in light of applicable regulations or state approvals. Any such state variations are generally not included here but instead included in Appendix VII earlier in this section. For more information about state variations applicable to you, as well as particular features, charges and options available under your contract based upon when you purchased it, please contact your financial professional and/or refer to your contract. - ----------------------------------------------------------------------------------------------------------------------------------- Approximate Time Period Feature/Benefit Variation - ----------------------------------------------------------------------------------------------------------------------------------- April 1, 2002 - April 4, 2002 Types of contracts QP defined contribution contracts were available. - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - May 2002 See "Transferring your account value" in The fifth bullet is deleted in its entirety "Transferring your money among investment options" - ----------------------------------------------------------------------------------------------------------------------------------- April 4, 2002 - June 2002 Owner and annuitant requirements Non-Natural owners are not permitted. - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - November 2002 Inherited IRA beneficiary Continuation Unavailable -- accordingly, all references in contract this Prospectus to "Inherited IRA beneficiary Continuation contract" are deleted in their entirety - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - February 2003 Guaranteed minimum income benefit The fee for this benefit is 0.45% Annual Ratchet to age 85 The fee for this benefit is 0.20% 6% Roll-Up to age 85 The fee for this benefit is 0.35% The Greater of 6% Roll-Up to age 85 of the The fee for this benefit is 0.45% Annual Ratchet to age 85 - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - September 2003 The guaranteed principal benefits GPB 2 -- unavailable GPB 1 known as Principal assurance GPB 1 is available with both systematic and substantially equal withdrawals GPB 1 available with the Guaranteed minimum income benefit Spousal protection Unavailable -- accordingly, all references in this Prospectus to "Spousal protection" are deleted in their entirety Maximum contributions The maximum contributions permitted under all Accumulator series contracts with the same owner or annuitant is $1,500,000. Guaranteed minimum death benefit maximum 84 issue age - ----------------------------------------------------------------------------------------------------------------------------------- Appendix VIII: Contract Variations H-1 - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - September 2003, The maximum issue age for this benefit was 79. continued Protection Plus For issue ages 71-79, the applicable death benefit will be multiplied by 25% In calculating the death benefit, contributions are decreased for withdrawals on a pro rata basis Guaranteed option charges If the contract is surrendered or annuitized or the death benefit is paid on a date other than the contract date anniversary, we will not deduct a pro rata portion of the charge for any applicable guaranteed benefit Withdrawals treated as surrenders We will not treat a withdrawal that results in a cash value of less than $500 as a request for a surrender. We will not terminate your contract if you do not make contributions for three contract years. Guaranteed minimum income benefit option Subject to state availability, this option guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or an Income Manager(SM) level payment life with a period certain payout option Known as the Living Benefit Systematic withdrawals Your systematic withdrawal may not exceed 1.20% (monthly), 3.60% (quarterly) or 15% (annually) of account value - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - July 2004 Principal Protector(SM) benefit Unavailable - accordingly, all references in this Prospectus to "Principal Protector" are deleted in their entirety. - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - December 2004 Termination of guaranteed benefits Your guaranteed benefits will not automatically terminate if you change ownership of your NQ contract. Ownership Transfer of NQ If you transfer ownership of your NQ contract, your guaranteed benefit options will not be automatically terminated - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - January 2005 No lapse guarantee Unavailable. - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - October 2005 Roll-Up benefit base reset Unavailable - ----------------------------------------------------------------------------------------------------------------------------------- April 2002 - current Guaranteed interest option Your lifetime minimum interest rate is either 1.5%, 2.25% or 3.0% (depending on the state and time where your contract was issued). - ----------------------------------------------------------------------------------------------------------------------------------- March 2003 - September 2003 Annual Ratchet to age 85 The fee for this benefit is 0.30% 6% Roll-Up to age 85 The fee for this benefit is 0.45% The Guaranteed minimum income benefit The fee for this benefit is 0.60% - ----------------------------------------------------------------------------------------------------------------------------------- H-2 Appendix VIII: Contract Variations - ----------------------------------------------------------------------------------------------------------------------------------- September 2003 - January 2004 Guaranteed minimum income benefit and Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit: o Benefit base crediting rate The effective annual interest credited to the applicable benefit base is 5%.* Accordingly, all references in this Prospectus to the "6% Roll-Up benefit base" are deleted in their entirety and replaced with "5% Roll-Up benefit base." o Fee table Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit charge: 0.50%.* Guaranteed minimum income benefit charge: 0.55%* Effect of withdrawals on your Greater of the Withdrawals will reduce each of the benefit bases 5% Roll-Up to age 85 or the Annual Ratchet on a pro rata basis only. to age 85 enhanced death benefit - ----------------------------------------------------------------------------------------------------------------------------------- September 2003 - present 6% Roll-Up to age 85 enhanced death benefit Unavailable - accordingly all references are deleted in their entirety. - ----------------------------------------------------------------------------------------------------------------------------------- January 2004 - present The Greater of the 5% Roll-Up to age 85 or Unavailable - accordingly all references are the Annual Ratchet to age 85 enhanced death deleted in their entirety. benefit - ----------------------------------------------------------------------------------------------------------------------------------- * Contract owners who elected the Guaranteed minimum income benefit and/or the Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit had a limited opportunity to change to the new versions of these benefits, as they are described in "Contract features and benefits" and "Accessing your money," earlier in this Prospectus. Appendix VIII: Contract Variations H-3 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Select(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please send me an Accumulator(R) Select(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip Select '02, OR, '04, '06, Jumpstart '07 and '07 Series x01482 Accumulator(R) Select(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. You should read the prospectuses for each Trust which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) SELECT(SM) Accumulator(R) Select(SM) is a deferred annuity contract issued by AXA EQUITABLE LIFE INSURANCE COMPANY. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option or fixed maturity options ("investment options"). There is no withdrawal charge under the contract. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VI later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- VARIABLE INVESTMENT OPTIONS - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust, or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option and the fixed maturity options, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $25,000 is required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007 is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL. X01468/Select '06 Series (R-4/15) Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) SELECT(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Select(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 15 Condensed financial information 18 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 19 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 19 Owner and annuitant requirements 21 How you can make your contributions 21 What are your investment options under the contract? 21 Portfolios of the Trusts 22 Allocating your contributions 28 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 29 Annuity purchase factors 31 Guaranteed minimum income benefit option 31 Guaranteed minimum death benefit 33 Guaranteed withdrawal benefit for life ("GWBL") 34 Principal guarantee benefits 38 Inherited IRA beneficiary continuation contract 38 Your right to cancel within a certain number of days 39 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 41 - -------------------------------------------------------------------------------- Your account value and cash value 41 Your contract's value in the variable investment options 41 Your contract's value in the guaranteed interest option 41 Your contract's value in the fixed maturity options 41 Insufficient account value 41 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 43 - -------------------------------------------------------------------------------- Transferring your account value 43 Disruptive transfer activity 43 Rebalancing your account value 44 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 CONTENTS OF THIS PROSPECTUS - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 46 - -------------------------------------------------------------------------------- Withdrawing your account value 46 How withdrawals are taken from your account value 48 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 48 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 48 Withdrawals treated as surrenders 48 Loans under Rollover TSA contracts 49 Surrendering your contract to receive its cash value 49 When to expect payments 50 Your annuity payout options 50 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 53 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 53 Charges that the Trusts deduct 55 Group or sponsored arrangements 55 Other distribution arrangements 55 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 56 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 56 Beneficiary continuation option 58 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 60 - -------------------------------------------------------------------------------- Overview 60 Buying a contract to fund a retirement arrangement 60 Transfers among investment options 60 Taxation of nonqualified annuities 60 Individual retirement arrangements (IRAs) 62 Tax-sheltered annuity contracts (TSAs) 72 Federal and state income tax withholding and information reporting 75 Impact of taxes to AXA Equitable 76 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 77 - -------------------------------------------------------------------------------- About our Separate Account No. 49 77 About the Trusts 77 About our fixed maturity options 77 About the general account 78 About other methods of payment 78 Dates and prices at which contract events occur 79 About your voting rights 80 About legal proceedings 80 Financial statements 80 Transfers of ownership, collateral assignments, loans and borrowing 80 About Custodial IRAs 81 Distribution of the contracts 81 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 83 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Market value adjustment example B-1 III -- Enhanced death benefit example C-1 IV -- Hypothetical illustrations D-1 V -- Earnings enhancement benefit example E-1 VI -- State contract availability and/or variations of certain features and benefits F-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- CONTENTS OF THIS PROSPECTUS 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 6% Roll-Up to age 85 30 12 month dollar cost averaging 28 account value 41 administrative charge 53 annual administrative charge 53 Annual Ratchet 36 Annual Ratchet to age 85 enhanced death benefit 30 annuitant 19 annuitization 50 annuity maturity date 51 annuity payout options 50 annuity purchase factors 31 automatic investment program 79 AXA Allocation portfolios cover beneficiary 56 Beneficiary continuation option ("BCO") 58 benefit base 35 business day 79 cash value 41 charges for state premium and other applicable taxes 55 contract date 21 contract date anniversary 21 contract year 21 contributions to Roth IRAs 69 regular contributions 69 rollovers and transfers 69 conversion contributions 69 contributions to traditional IRAs 63 regular contributions 63 rollovers and transfers 65 disruptive transfer activity 43 distribution charge 53 Earnings enhancement benefit 34 Earnings enhancement benefit charge 54 EQAccess 7 ERISA 49 Fixed-dollar option 29 fixed maturity options 27 free look 39 general account 78 general dollar cost averaging 29 guaranteed interest option 27 Guaranteed minimum death benefit 33 Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up benefit base reset option 30 Pages in Term Prospectus Guaranteed minimum income benefit 31 Guaranteed minimum income benefit charge 54 Guaranteed minimum income benefit "no lapse guarantee" 32 Guaranteed withdrawal benefit for life 9 Guaranteed withdrawal benefit for life charge 54 IRA cover IRS 60 Inherited IRA cover investment options cover Investment Simplifier 29 Lifetime minimum distribution withdrawals 47 loan reserve account 49 loans under Rollover TSA 49 market adjusted amount 27 market timing 43 maturity dates 27 market value adjustment 27 maturity value 27 Mortality and expense risks charge 53 NQ cover partial withdrawals 46 permitted variable investment options 21 portfolio cover Principal guarantee benefits 38 processing office 7 rate to maturity 27 Rebalancing 44 Rollover IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 28 Separate Account No. 49 77 Spousal continuation 57 Standard death benefit 30 substantially equal withdrawals 47 Systematic withdrawals 46 TOPS 7 Trusts 77 traditional IRA cover TSA cover unit 41 variable investment options 21 wire transmittals and electronic applications 78 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Your financial professional can provide further explanation about your contract or supplemental materials. - ----------------------------------------------------------------------------------------------------------------- PROSPECTUS CONTRACT OR SUPPLEMENTAL MATERIALS - ----------------------------------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates - ----------------------------------------------------------------------------------------------------------------- 4 INDEX OF KEY WORDS AND PHRASES - ----------------------------------------------------------------------------------------------------------------- PROSPECTUS CONTRACT OR SUPPLEMENTAL MATERIALS - ----------------------------------------------------------------------------------------------------------------- unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - ----------------------------------------------------------------------------------------------------------------- INDEX OF KEY WORDS AND PHRASES 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 WHO IS AXA EQUITABLE? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors, you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). WHO IS AXA EQUITABLE? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) 12 month dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) 12 month dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 WHO IS AXA EQUITABLE? Accumulator(R) Select(SM) at a glance -- key features - --------------------------------------------------------------------------------------------------------------------------- PROFESSIONAL INVESTMENT Accumulator(R) Select(SM)'s variable investment options invest in different portfolios managed by MANAGEMENT professional investment advisers. - --------------------------------------------------------------------------------------------------------------------------- FIXED MATURITY OPTIONS o Fixed maturity options with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. ------------------------------------------------------------------------------------------------- If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - --------------------------------------------------------------------------------------------------------------------------- GUARANTEED INTEREST o Principal and interest guarantees. OPTION o Principal and interest guarantees. o Interest rates set periodically. - --------------------------------------------------------------------------------------------------------------------------- TAX CONSIDERATIONS o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. o No tax on transfers among investment options inside the contract. ------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA), or tax sheltered annuity (TSA) you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - --------------------------------------------------------------------------------------------------------------------------- GUARANTEED MINIMUM The Guaranteed minimum income benefit provides income protection for you during your life once INCOME BENEFIT you elect to annuitize the contract. - --------------------------------------------------------------------------------------------------------------------------- GUARANTEED WITHDRAWAL The Guaranteed withdrawal benefit for life option ("GWBL"), guarantees that you can take BENEFIT FOR LIFE withdrawals of up to a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - --------------------------------------------------------------------------------------------------------------------------- CONTRIBUTION AMOUNTS o Initial minimum: $25,000 o Additional minimum: $500 (NQ and Rollover TSA) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $1,000 (Inherited IRA contracts) $50 (IRA contracts) Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - --------------------------------------------------------------------------------------------------------------------------- ACCESS TO YOUR MONEY o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - --------------------------------------------------------------------------------------------------------------------------- ACCUMULATOR(R) SELECT(SM) AT A GLANCE -- KEY FEATURES 9 - -------------------------------------------------------------------------------- PAYOUT OPTIONS o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - -------------------------------------------------------------------------------- ADDITIONAL FEATURES o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually and annually) o Free transfers o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset. - -------------------------------------------------------------------------------- FEES AND CHARGES Please see "Fee table" later in this section for complete details. - -------------------------------------------------------------------------------- Owner and annuitant NQ: 0-85 issue ages Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 Inherited IRA: 0-70 - -------------------------------------------------------------------------------- The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix VI later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional or call us, if you have questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. Other contracts We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 Accumulator(R) Select(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying and owning the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ---------------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - ---------------------------------------------------------------------------------------- Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - ---------------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underly- ing trust portfolio fees and expenses. - ---------------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversary - ---------------------------------------------------------------------------------------- Maximum annual administrative charge(1) If your account value on a contract date anniversary is less than $50,000(2) $30 If your account value on a contract date anniversary is $50,000 or more $0 - ---------------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks 1.10% Administrative 0.25% Distribution 0.35% ------ Total Separate account annual expenses 1.70% - --------------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - ---------------------------------------------------------------------------------------- Guaranteed minimum death benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.60% GWBL Enhanced death benefit 0.30% - ---------------------------------------------------------------------------------------- Principal guarantee benefits charge (calculated as a percentage of the account value. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - ---------------------------------------------------------------------------------------- Guaranteed minimum income benefit charge (calculated as a percentage of the applicable benefit base. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 0.65% - ---------------------------------------------------------------------------------------- Earnings enhancement benefit charge (calculated as a percentage of the account value. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 0.35% - ---------------------------------------------------------------------------------------- Fee table 11 - --------------------------------------------------------------------------------------------------------------------------------- Guaranteed withdrawal benefit for life benefit charge(1) 0.60% for the Single Life option (calculated as a percentage of the GWBL benefit base. Deducted 0.75% for the Joint Life option annually on each contract date anniversary.) If your GWBL benefit base ratchets, we reserve the right to increase 0.75% for the Single Life option your charge up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ---------------------------------------------------------------------------------------------------------------------------------- Net loan interest charge -- Rollover TSA contracts only 2.00%(3) (calculated and deducted daily as a percentage of the outstanding loan amount) - ---------------------------------------------------------------------------------------------------------------------------------- You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio operating expenses expressed as an annual percentage of daily net assets - ---------------------------------------------------------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(4) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Fees Total and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- Other ing Expense Expense (After ment 12b-1 Expenses Portfo- Limita- Reimburse- Expense Portfolio Name Fees(5) Fees(6) (7) lios)(8) tions) ments(9) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity* 0.61% 0.25% 0.19% -- 1.05% -- 1.05% Multimanager Core Bond* 0.59% 0.25% 0.18% -- 1.02% (0.07)% 0.95% Multimanager Health Care* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% Multimanager High Yield* 0.58% 0.25% 0.18% -- 1.01% -- 1.01% Multimanager International Equity* 1.02% 0.25% 0.26% -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* 0.88% 0.25% 0.22% -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% 0.03% 1.59% 0.00% 1.59% Multimanager Technology* 1.20% 0.25% 0.23% -- 1.68% 0.00% 1.68% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein International 0.71% 0.25% 0.20% -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% -- 1.12% -- 1.12% - ------------------------------------------------------------------------------------------------------------------------------------ 12 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ----------------------------------------------------------------------------------------------------------------------------------- Acquired Fund Fees Total and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(5) Fees(6) Expenses(7) lios)(8) tions) ments(9) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Value 0.60% 0.25% 0.13% -- 0.98% (0.03)% 0.95% EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc.: - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - ------------------------------------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. Fee table 13 ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (2) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (3) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (4) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (5) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's Shareholders. See footnote (9) for any expense limitation agreement information. (6) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (7) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (9) for any expense limitation agreement information. (8) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (9) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements, plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------- Portfolio Name - -------------------------------------------------- Multimanager Aggressive Equity 1.03% - -------------------------------------------------- Multimanager Health Care 1.63% - -------------------------------------------------- Multimanager International Equity 1.52% - -------------------------------------------------- Multimanager Large Cap Core Equity 1.33% - -------------------------------------------------- Multimanager Large Cap Growth 1.33% - -------------------------------------------------- Multimanager Large Cap Value 1.31% - -------------------------------------------------- Multimanager Mid Cap Growth 1.52% - -------------------------------------------------- Multimanager Mid Cap Value 1.58% - -------------------------------------------------- Multimanager Technology 1.64% - -------------------------------------------------- EQ/AllianceBernstein Common Stock 0.83% - -------------------------------------------------- EQ/AllianceBernstein Growth and Income 0.92% - -------------------------------------------------- EQ/AllianceBernstein Large Cap Growth 1.03% - -------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 1.11% - -------------------------------------------------- EQ/AllianceBernstein Value 0.94% - -------------------------------------------------- EQ/Ariel Appreciation II 1.01% - -------------------------------------------------- EQ/BlackRock Basic Value Equity 0.93% - -------------------------------------------------- EQ/Capital Guardian Growth 0.94% - -------------------------------------------------- EQ/Capital Guardian Research 0.94% - -------------------------------------------------- EQ/Capital Guardian U.S. Equity 0.94% - -------------------------------------------------- EQ/Davis New York Venture 1.27% - -------------------------------------------------- EQ/Evergreen Omega 1.05% - -------------------------------------------------- EQ/FI Mid Cap 0.97% - -------------------------------------------------- EQ/FI Mid Cap Value 1.09% - -------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 1.37% - -------------------------------------------------- EQ/GAMCO Small Company Value 1.16% - -------------------------------------------------- EQ/Janus Large Cap Growth 1.14% - -------------------------------------------------- EQ/Legg Mason Value Equity 0.97% - -------------------------------------------------- EQ/Lord Abbett Growth and Income 0.99% - -------------------------------------------------- EQ/Lord Abbett Large Cap Core 0.99% - -------------------------------------------------- EQ/Marsico Focus 1.14% - ------------------------------------------------- 14 Fee table - -------------------------------------------------- Portfolio Name - -------------------------------------------------- EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------- EQ/MFS Investors Trust 0.94% - -------------------------------------------------- EQ/Montag & Caldwell Growth 1.13% - -------------------------------------------------- EQ/Mutual Shares 1.30% - -------------------------------------------------- EQ/Small Cap Value 1.02% - -------------------------------------------------- EQ/UBS Growth and Income 1.03% - -------------------------------------------------- EQ/Van Kampen Comstock 0.99% - -------------------------------------------------- EQ/Van Kampen Emerging Markets Equity 1.75% - -------------------------------------------------- EQ/Van Kampen Mid Cap Growth 1.01% - -------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .006% of contract value. The fixed maturity options, guaranteed interest option and the 12 month dollar cost averaging program are not covered by the example. However, the annual administrative charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the 12 month dollar cost averaging program. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 15 - ----------------------------------------------------------------------------------------------------- If you annuitize at the end of the applicable time period - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation N/A $ 1,873.00 $ 2,929.00 $ 5,728.00 AXA Conservative Allocation N/A $ 1,812.00 $ 2,832.00 $ 5,554.00 AXA Conservative-Plus Allocation N/A $ 1,815.00 $ 2,837.00 $ 5,563.00 AXA Moderate Allocation N/A $ 1,846.00 $ 2,865.00 $ 5,607.00 AXA Moderate-Plus Allocation N/A $ 1,852.00 $ 2,895.00 $ 5,668.00 Multimanager Aggressive Equity* N/A $ 1,754.00 $ 2,739.00 $ 5,386.00 Multimanager Core Bond* N/A $ 1,745.00 $ 2,724.00 $ 5,359.00 Multimanager Health Care* N/A $ 1,945.00 $ 3,045.00 $ 5,932.00 Multimanager High Yield* N/A $ 1,742.00 $ 2,719.00 $ 5,350.00 Multimanager International Equity* N/A $ 1,900.00 $ 2,973.00 $ 5,805.00 Multimanager Large Cap Core Equity* N/A $ 1,845.00 $ 2,886.00 $ 5,650.00 Multimanager Large Cap Growth* N/A $ 1,852.00 $ 2,895.00 $ 5,668.00 Multimanager Large Cap Value* N/A $ 1,845.00 $ 2,886.00 $ 5,650.00 Multimanager Mid Cap Growth* N/A $ 1,909.00 $ 2,987.00 $ 5,830.00 Multimanager Mid Cap Value* N/A $ 1,918.00 $ 3,002.00 $ 5,856.00 Multimanager Technology* N/A $ 1,945.00 $ 3,045.00 $ 5,932.00 - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock N/A $ 1,693.00 $ 2,639.00 $ 5,204.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,717.00 $ 2,679.00 $ 5,277.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,705.00 $ 2,659.00 $ 5,241.00 EQ/AllianceBernstein International N/A $ 1,788.00 $ 2,793.00 $ 5,484.00 EQ/AllianceBernstein Large Cap Growth N/A $ 1,818.00 $ 2,842.00 $ 5,572.00 EQ/AllianceBernstein Quality Bond N/A $ 1,705.00 $ 2,659.00 $ 5,241.00 EQ/AllianceBernstein Small Cap Growth N/A $ 1,775.00 $ 2,773.00 $ 5,448.00 EQ/AllianceBernstein Value N/A $ 1,733.00 $ 2,704.00 $ 5,323.00 EQ/Ariel Appreciation II N/A $ 1,894.00 $ 2,963.00 $ 5,788.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,364.00 $ 3,701.00 $ 7,027.00 EQ/BlackRock Basic Value Equity* N/A $ 1,720.00 $ 2,684.00 $ 5,286.00 EQ/BlackRock International Value* N/A $ 1,824.00 $ 2,851.00 $ 5,589.00 EQ/Boston Advisors Equity Income N/A $ 1,785.00 $ 2,788.00 $ 5,475.00 EQ/Calvert Socially Responsible N/A $ 1,785.00 $ 2,788.00 $ 5,475.00 EQ/Capital Guardian Growth N/A $ 1,757.00 $ 2,743.00 $ 5,394.00 EQ/Capital Guardian International+ N/A $ 1,827.00 $ 2,856.00 $ 5,598.00 EQ/Capital Guardian Research N/A $ 1,748.00 $ 2,729.00 $ 5,368.00 EQ/Capital Guardian U.S. Equity++ N/A $ 1,748.00 $ 2,729.00 $ 5,368.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,748.00 $ 2,729.00 $ 5,368.00 EQ/Davis New York Venture N/A $ 1,994.00 $ 3,122.00 $ 6,065.00 EQ/Equity 500 Index N/A $ 1,625.00 $ 2,529.00 $ 5,001.00 EQ/Evergreen International Bond N/A $ 1,794.00 $ 2,802.00 $ 5,501.00 EQ/Evergreen Omega N/A $ 1,772.00 $ 2,768.00 $ 5,439.00 EQ/FI Mid Cap N/A $ 1,763.00 $ 2,753.00 $ 5,412.00 EQ/FI Mid Cap Value+ N/A $ 1,772.00 $ 2,768.00 $ 5,439.00 EQ/Franklin Income N/A $ 1,900.00 $ 2,973.00 $ 5,805.00 EQ/Franklin Small Cap Value N/A $ 2,382.00 $ 3,728.00 $ 7,070.00 EQ/Franklin Templeton Founding Strategy** N/A $ 1,915.00 $ 2,997.00 $ 5,847.00 EQ/GAMCO Mergers and Acquisitions N/A $ 1,885.00 $ 2,949.00 $ 5,762.00 EQ/GAMCO Small Company Value N/A $ 1,791.00 $ 2,798.00 $ 5,492.00 EQ/International Growth N/A $ 1,876.00 $ 2,934.00 $ 5,737.00 EQ/Janus Large Cap Growth++ N/A $ 1,830.00 $ 2,861.00 $ 5,607.00 EQ/JPMorgan Core Bond N/A $ 1,690.00 $ 2,634.00 $ 5,195.00 EQ/JPMorgan Value Opportunities N/A $ 1,742.00 $ 2,719.00 $ 5,350.00 EQ/Legg Mason Value Equity N/A $ 1,775.00 $ 2,773.00 $ 5,448.00 EQ/Long Term Bond N/A $ 1,687.00 $ 2,629.00 $ 5,186.00 EQ/Lord Abbett Growth and Income N/A $ 1,788.00 $ 2,793.00 $ 5,484.00 EQ/Lord Abbett Large Cap Core N/A $ 1,833.00 $ 2,866.00 $ 5,615.00 EQ/Lord Abbett Mid Cap Value N/A $ 1,778.00 $ 2,778.00 $ 5,457.00 EQ/Marsico Focus N/A $ 1,809.00 $ 2,827.00 $ 5,545.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,754.00 $ 2,739.00 $ 5,386.00 - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- If you surrender or do not surrender your contract at the end of the applicable time period - ----------------------------------------------------------------------------------------------------- Portfolio Name 1 year 3 years 5 years 10 years - ----------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST: - ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation $ 500.00 $ 1,523.00 $ 2,579.00 $ 5,378.00 AXA Conservative Allocation $ 479.00 $ 1,462.00 $ 2,482.00 $ 5,204.00 AXA Conservative-Plus Allocation $ 480.00 $ 1,465.00 $ 2,487.00 $ 5,213.00 AXA Moderate Allocation $ 495.00 $ 1,496.00 $ 2,515.00 $ 5,257.00 AXA Moderate-Plus Allocation $ 492.00 $ 1,502.00 $ 2,545.00 $ 5,318.00 Multimanager Aggressive Equity* $ 459.00 $ 1,404.00 $ 2,389.00 $ 5,036.00 Multimanager Core Bond* $ 455.00 $ 1,395.00 $ 2,374.00 $ 5,009.00 Multimanager Health Care* $ 525.00 $ 1,595.00 $ 2,695.00 $ 5,582.00 Multimanager High Yield* $ 454.00 $ 1,392.00 $ 2,369.00 $ 5,000.00 Multimanager International Equity* $ 509.00 $ 1,550.00 $ 2,623.00 $ 5,455.00 Multimanager Large Cap Core Equity* $ 490.00 $ 1,495.00 $ 2,536.00 $ 5,300.00 Multimanager Large Cap Growth* $ 492.00 $ 1,502.00 $ 2,545.00 $ 5,318.00 Multimanager Large Cap Value* $ 490.00 $ 1,495.00 $ 2,536.00 $ 5,300.00 Multimanager Mid Cap Growth* $ 512.00 $ 1,559.00 $ 2,637.00 $ 5,480.00 Multimanager Mid Cap Value* $ 515.00 $ 1,568.00 $ 2,652.00 $ 5,506.00 Multimanager Technology* $ 525.00 $ 1,595.00 $ 2,695.00 $ 5,582.00 - ----------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST: - ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock $ 438.00 $ 1,343.00 $ 2,289.00 $ 4,854.00 EQ/AllianceBernstein Growth and Income++ $ 446.00 $ 1,367.00 $ 2,329.00 $ 4,927.00 EQ/AllianceBernstein Intermediate Government Securities $ 442.00 $ 1,355.00 $ 2,309.00 $ 4,891.00 EQ/AllianceBernstein International $ 470.00 $ 1,438.00 $ 2,443.00 $ 5,134.00 EQ/AllianceBernstein Large Cap Growth $ 481.00 $ 1,468.00 $ 2,492.00 $ 5,222.00 EQ/AllianceBernstein Quality Bond $ 442.00 $ 1,355.00 $ 2,309.00 $ 4,891.00 EQ/AllianceBernstein Small Cap Growth $ 466.00 $ 1,425.00 $ 2,423.00 $ 5,098.00 EQ/AllianceBernstein Value $ 451.00 $ 1,383.00 $ 2,354.00 $ 4,973.00 EQ/Ariel Appreciation II $ 507.00 $ 1,544.00 $ 2,613.00 $ 5,438.00 EQ/AXA Rosenberg Value Long/Short Equity $ 673.00 $ 2,014.00 $ 3,351.00 $ 6,677.00 EQ/BlackRock Basic Value Equity* $ 447.00 $ 1,370.00 $ 2,334.00 $ 4,936.00 EQ/BlackRock International Value* $ 483.00 $ 1,474.00 $ 2,501.00 $ 5,239.00 EQ/Boston Advisors Equity Income $ 469.00 $ 1,435.00 $ 2,438.00 $ 5,125.00 EQ/Calvert Socially Responsible $ 469.00 $ 1,435.00 $ 2,438.00 $ 5,125.00 EQ/Capital Guardian Growth $ 460.00 $ 1,407.00 $ 2,393.00 $ 5,044.00 EQ/Capital Guardian International+ $ 484.00 $ 1,477.00 $ 2,506.00 $ 5,248.00 EQ/Capital Guardian Research $ 457.00 $ 1,398.00 $ 2,379.00 $ 5,018.00 EQ/Capital Guardian U.S. Equity++ $ 457.00 $ 1,398.00 $ 2,379.00 $ 5,018.00 EQ/Caywood-Scholl High Yield Bond $ 457.00 $ 1,398.00 $ 2,379.00 $ 5,018.00 EQ/Davis New York Venture $ 542.00 $ 1,644.00 $ 2,772.00 $ 5,715.00 EQ/Equity 500 Index $ 415.00 $ 1,275.00 $ 2,179.00 $ 4,651.00 EQ/Evergreen International Bond $ 472.00 $ 1,444.00 $ 2,452.00 $ 5,151.00 EQ/Evergreen Omega $ 465.00 $ 1,422.00 $ 2,418.00 $ 5,089.00 EQ/FI Mid Cap $ 462.00 $ 1,413.00 $ 2,403.00 $ 5,062.00 EQ/FI Mid Cap Value+ $ 465.00 $ 1,422.00 $ 2,418.00 $ 5,089.00 EQ/Franklin Income $ 509.00 $ 1,550.00 $ 2,623.00 $ 5,455.00 EQ/Franklin Small Cap Value $ 679.00 $ 2,032.00 $ 3,378.00 $ 6,720.00 EQ/Franklin Templeton Founding Strategy** $ 514.00 $ 1,565.00 $ 2,647.00 $ 5,497.00 EQ/GAMCO Mergers and Acquisitions $ 504.00 $ 1,535.00 $ 2,599.00 $ 5,412.00 EQ/GAMCO Small Company Value $ 471.00 $ 1,441.00 $ 2,448.00 $ 5,142.00 EQ/International Growth $ 501.00 $ 1,526.00 $ 2,584.00 $ 5,387.00 EQ/Janus Large Cap Growth++ $ 485.00 $ 1,480.00 $ 2,511.00 $ 5,257.00 EQ/JPMorgan Core Bond $ 437.00 $ 1,340.00 $ 2,284.00 $ 4,845.00 EQ/JPMorgan Value Opportunities $ 454.00 $ 1,392.00 $ 2,369.00 $ 5,000.00 EQ/Legg Mason Value Equity $ 466.00 $ 1,425.00 $ 2,423.00 $ 5,098.00 EQ/Long Term Bond $ 436.00 $ 1,337.00 $ 2,279.00 $ 4,836.00 EQ/Lord Abbett Growth and Income $ 470.00 $ 1,438.00 $ 2,443.00 $ 5,134.00 EQ/Lord Abbett Large Cap Core $ 486.00 $ 1,483.00 $ 2,516.00 $ 5,265.00 EQ/Lord Abbett Mid Cap Value $ 467.00 $ 1,428.00 $ 2,428.00 $ 5,107.00 EQ/Marsico Focus $ 478.00 $ 1,459.00 $ 2,477.00 $ 5,195.00 EQ/MFS Emerging Growth Companies+ $ 459.00 $ 1,404.00 $ 2,389.00 $ 5,036.00 - ----------------------------------------------------------------------------------------------------- 16 Fee table - ------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period - ------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust+ N/A $ 1,742.00 $ 2,719.00 $ 5,350.00 EQ/Money Market N/A $ 1,653.00 $ 2,574.00 $ 5,084.00 EQ/Montag & Caldwell Growth N/A $ 1,788.00 $ 2,793.00 $ 5,484.00 EQ/Mutual Shares N/A $ 1,936.00 $ 3,031.00 $ 5,906.00 EQ/Oppenheimer Global N/A $ 2,194.00 $ 3,436.00 $ 6,597.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,244.00 $ 3,515.00 $ 6,726.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,229.00 $ 3,492.00 $ 6,688.00 EQ/PIMCO Real Return N/A $ 1,733.00 $ 2,704.00 $ 5,323.00 EQ/Short Duration Bond N/A $ 1,683.00 $ 2,624.00 $ 5,177.00 EQ/Small Cap Value+ N/A $ 1,778.00 $ 2,778.00 $ 5,457.00 EQ/Small Company Growth+ N/A $ 1,867.00 $ 2,920.00 $ 5,711.00 EQ/Small Company Index N/A $ 1,637.00 $ 2,549.00 $ 5,038.00 EQ/TCW Equity++ N/A $ 1,803.00 $ 2,817.00 $ 5,528.00 EQ/Templeton Growth N/A $ 1,994.00 $ 3,122.00 $ 6,065.00 EQ/UBS Growth and Income N/A $ 1,791.00 $ 2,798.00 $ 5,492.00 EQ/Van Kampen Comstock N/A $ 1,766.00 $ 2,758.00 $ 5,421.00 EQ/Van Kampen Emerging Markets Equity N/A $ 1,972.00 $ 3,088.00 $ 6,007.00 EQ/Van Kampen Mid Cap Growth N/A $ 1,794.00 $ 2,802.00 $ 5,501.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 1,894.00 $ 2,963.00 $ 5,788.00 - ------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ N/A $ 1,848.00 $ 2,890.00 $ 5,659.00 - ------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------ If you surrender or do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - --------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust+ $ 454.00 $ 1,392.00 $ 2,369.00 $ 5,000.00 EQ/Money Market $ 424.00 $ 1,303.00 $ 2,224.00 $ 4,734.00 EQ/Montag & Caldwell Growth $ 470.00 $ 1,438.00 $ 2,443.00 $ 5,134.00 EQ/Mutual Shares $ 522.00 $ 1,586.00 $ 2,681.00 $ 5,556.00 EQ/Oppenheimer Global $ 612.00 $ 1,844.00 $ 3,086.00 $ 6,247.00 EQ/Oppenheimer Main Street Opportunity $ 630.00 $ 1,894.00 $ 3,165.00 $ 6,376.00 EQ/Oppenheimer Main Street Small Cap $ 625.00 $ 1,879.00 $ 3,142.00 $ 6,338.00 EQ/PIMCO Real Return $ 451.00 $ 1,383.00 $ 2,354.00 $ 4,973.00 EQ/Short Duration Bond $ 434.00 $ 1,333.00 $ 2,274.00 $ 4,827.00 EQ/Small Cap Value+ $ 467.00 $ 1,428.00 $ 2,428.00 $ 5,107.00 EQ/Small Company Growth+ $ 497.00 $ 1,517.00 $ 2,570.00 $ 5,361.00 EQ/Small Company Index $ 419.00 $ 1,287.00 $ 2,199.00 $ 4,688.00 EQ/TCW Equity++ $ 475.00 $ 1,453.00 $ 2,467.00 $ 5,178.00 EQ/Templeton Growth $ 542.00 $ 1,644.00 $ 2,772.00 $ 5,715.00 EQ/UBS Growth and Income $ 471.00 $ 1,441.00 $ 2,448.00 $ 5,142.00 EQ/Van Kampen Comstock $ 463.00 $ 1,416.00 $ 2,408.00 $ 5,071.00 EQ/Van Kampen Emerging Markets Equity $ 534.00 $ 1,622.00 $ 2,738.00 $ 5,657.00 EQ/Van Kampen Mid Cap Growth $ 472.00 $ 1,444.00 $ 2,452.00 $ 5,151.00 EQ/Wells Fargo Montgomery Small Cap++ $ 507.00 $ 1,544.00 $ 2,613.00 $ 5,438.00 - ------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - --------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ $ 491.00 $ 1,498.00 $ 2,540.00 $ 5,309.00 - ------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and ben efits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix IV at the end of this Prospectus.. Fee table 17 CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. 18 Fee table 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $25,000 for you to purchase a contract. You may make additional contributions of at least $500 each for NQ and Rollover TSA contracts and $50 for Rollover IRA and Roth Conversion contracts and $1000 for Inherited IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The annuitant is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- Available Contract for owner and Minimum type annuitant ages contributions - ------------------------------------------------------------------------------------------------- NQ 0 through 85 o $25,000 (initial) o $500 (additional) o $100 monthly and $300 quarterly under our automatic investment program (additional) - ------------------------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $25,000 (initial) o $50 (additional) - ------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Contract Limitations on type Source of contributions contributions+ - --------------------------------------------------------------------------------------------------------- NQ o After-tax money. o No additional contributions after attainment of age 86 or, if later, the o Paid to us by check or transfer of first contract date anniversary.* contract value in a tax-deferred exchange under Section 1035 of the Internal Revenue Code. - --------------------------------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distributions from o No rollover or direct transfer contri- TSA contracts or other 403(b) butions after attainment of age 86 arrangements, qualified plans, and or, if later, the first contract date governmental employer 457(b) anniversary.* plans. o Contributions after age 70-1/2 must o Rollovers from another traditional be net of required minimum individual retirement arrangement. distributions. o Direct custodian-to-custodian o Although we accept regular IRA transfers from another traditional contributions (limited to $4,000 for individual retirement arrangement. 2007and $5,000 for 2008) under the Rollover IRA contracts, we o Regular IRA contributions. intend that this contract be used primarily for rollover and direct o Additional "catch-up" contribu- transfer contributions. tions. o Additional catch-up contributions of up to $1000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - --------------------------------------------------------------------------------------------------------- Contract features and benefits 19 - -------------------------------------------------------------------------------- Available Contract for owner and Minimum type annuitant ages contributions - -------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $25,000 (initial) IRA o $50 (additional) - -------------------------------------------------------------------------------- Inherited IRA 0-70 o $25,000 (initial) Beneficiary o $1,000 (additional) Continuation Contract (traditional IRA or Roth IRA) - -------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $25,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- Contract Limitations on type Source of contributions contributions+ - ---------------------------------------------------------------------------------------------------- Roth Conversion o Rollovers from another Roth IRA. o No additional rollover or direct IRA transfer contributions after attain- o Rollovers from a "designated Roth ment of age 86 or, if later, the first contribution account" under a contract date anniversary.* 401(k) plan or 403(b) arrangement. o Conversion rollovers after age 70-1/2 must be net of required minimum o Conversion rollovers from a tradi- distributions for the traditional IRA tional IRA. you are rolling over. o Direct transfers from another Roth o You cannot roll over funds from a IRA. traditional IRA if your adjusted gross income is $100,000 or more. o Regular Roth IRA contributions. o Although we accept regular Roth o Additional catch-up contributions. IRA contributions (limited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribution is made. - ---------------------------------------------------------------------------------------------------- Inherited IRA o Direct custodian-to-custodian o Any additional contributions must Beneficiary transfers of your interest as a be from the same type of IRA of the Continuation death beneficiary of the deceased same deceased owner. Contract owner's traditional individual (traditional IRA retirement arrangement or Roth o Non-spousal beneficiary direct or Roth IRA) IRA to an IRA of the same type. Rollover contributions from quali- fied plans, 403(b) arrangements and governmental employer 457(b) plans may be made to a traditional Inherited IRA contract under speci- fied circumstances. - ---------------------------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax funds o No additional rollover or direct from another contract or arrange- transfer contributions after attain- ment under Section 403(b) of the ment of age 86 or, if later, the first Internal Revenue Code, complying contract date anniversary.* with IRS Revenue Ruling 90-24. o Rollover or direct transfer contribu- o Eligible rollover distributions of tions after age 70-1/2 must be net of pre-tax funds from other 403(b) any required minimum distributions. plans. Subsequent contributions o We do not accept employer- may also be rollovers from quali- remitted contributions. fied plans, governmental employer 457(b) plans and traditional IRAs. - ---------------------------------------------------------------------------------------------------- + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VI later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VI later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 20 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. We do not permit partnerships or limited liability corporations to be owners. We also reserve the right to prohibit availability of this contract to other non-natural owners. Only natural persons can be joint owners. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See Inherited IRA beneficiary continuation contract later in this section for Inherited IRA owner and annuitant requirements. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis and the contract is owned by a non-natural owner. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option and the fixed maturity options. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option, and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. Contract features and benefits 21 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Select(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o A I M Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 22 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. CORE EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MID CAP Long-term growth of capital. o AXA Rosenberg Investment Management LLC VALUE(10) o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN COM- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. MON STOCK - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve high current income consistent with o AllianceBernstein L.P. MEDIATE GOVERNMENT relative stability of principal. SECURITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN INTER- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. NATIONAL - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consistent with o AllianceBernstein L.P. BOND moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/AXA ROSENBERG VALUE Seeks to increase value through bull markets and bear o AXA Rosenberg Investment Management LLC LONG/SHORT EQUITY markets using strategies that are designed to limit expo- sure to general equity market risk. - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 23 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, income. o BlackRock Investment Management, LLC EQUITY(12) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term growth of o BlackRock Investment Management Interna- VALUE(13) income, accompanied by growth of capital. tional Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to achieve an o Boston Advisors, LLC INCOME above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company RESEARCH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAYWOOD-SCHOLL HIGH Seeks to maximize current income. o Caywood-Scholl Capital Management YIELD BOND - ------------------------------------------------------------------------------------------------------------------------------------ EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EQUITY 500 INDEX Seeks a total return before expenses that approximates o AllianceBernstein L.P. the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------------ EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN INCOME Seeks to maximize income while maintaining prospects o Franklin Advisers, Inc. for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks o AXA Equitable FOUNDING STRATEGY(**) income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. ACQUISITIONS - ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------------ EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------------ 24 Contract features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent with mod- o JP Morgan Investment Management Inc. erate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JP Morgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC CORE able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of principal. o BlackRock Financial Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before the o AllianceBernstein L.P. deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ Contract features and benefits 25 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital appreciation o UBS Global Asset Management with income as a secondary consideration. (Americas) Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING Seeks long-term capital appreciation. o Morgan Stanley Investment MARKETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and long- o Van Kampen (is the name under which Mor- term capital appreciation by investing primarily in equity gan Stanley Investment Management Inc. securities of companies in the U.S. real estate industry, does business in certain situations) including real estate investment trusts. - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ------------------------------------------------------- FN Portfolio Name until May 29, 2007 - ------------------------------------------------------- (1) AXA Premier VIP Aggressive Equity (2) AXA Premier VIP Core Bond (3) AXA Premier VIP Health Care (4) AXA Premier VIP High Yield (5) AXA Premier VIP International Equity (6) AXA Premier VIP Large Cap Core Equity (7) AXA Premier VIP Large Cap Growth (8) AXA Premier VIP Large Cap Value (9) AXA Premier VIP Mid Cap Growth (10) AXA Premier VIP Mid Cap Value (11) AXA Premier VIP Technology (12) EQ/Mercury Basic Value Equity (13) EQ/Mercury International Value - ------------------------------------------------------- ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. You should consider the investment objective, risks, and charges and expenses of the Portfolios carefully before investing. The prospectuses for the Portfolios contain this and other important information about the Portfolios. The prospectuses should be read carefully before investing. In order to obtain copies of Trust prospectuses that do not accompany this Prospectus, you may call one of our customer service representatives at 1-800-789-7771. 26 Contract features and benefits GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges and any optional benefit charges. See Appendix VI later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers to and from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VI later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- Fixed maturity options range from one to ten years to maturity. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Select(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value. If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable Contract features and benefits 27 market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options, (adjusted to reflect a similar maturity date) and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix II at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, guaranteed interest option (subject to restrictions in certain states--see Appendix VI later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- Units measure your value in each variable investment option. - -------------------------------------------------------------------------------- 12 MONTH DOLLAR COST AVERAGING PROGRAM. You may dollar cost average from the EQ/Money Market option into any of the other variable investment options. You may elect to participate in the 12 month dollar cost averaging program at any time subject to the age limitation on contributions described earlier in this Prospectus. Contributions into the account for 12 month dollar cost averaging may not be transfers from other investment options. You must allocate your entire initial contribution into the EQ/Money Market option if you are selecting the 12 month dollar cost averaging program at application to purchase an Accumulator(R) Select(SM) contract; thereafter, initial allocations to any new 12 month dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time. We will transfer your value in the EQ/Money Market option into the other variable investment options that you select over the next 12 months or such other period we may offer. Once the time period then in effect has run, you may then select to participate in the dollar cost averaging program for an additional time period. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, the transfer date will be the same day of the month as the contract date, but not later than the 28th. For a 12 month dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the 12 month dollar cost averaging program, but not later than the 28th of the month. All amounts will be transferred out by the end of the time period then in effect. Under this program we will not deduct the mortality and expense risks, administrative, and distribution charges from assets in the EQ/Money Market option. 28 Contract features and benefits You may not transfer amounts to the EQ/Money Market option established for this program that are not part of the 12 month dollar cost averaging program. The only amounts that should be transferred from the EQ/Money Market option are your regularly scheduled transfers to the other variable investment options. If you request to transfer or withdraw any other amounts from the EQ/Money Market option, we will transfer all of the value that you have remaining in the account for 12 month dollar cost averaging to the investment options according to the allocation percentages we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. The fixed-dollar option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program you may participate in any of the dollar cost averaging programs except 12 month and general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits, see "Guaranteed minimum death benefit and Guaranteed minimum income benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states (see Appendix VI later in this Prospectus for more information on state availability). GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL Enhanced death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. Contract features and benefits 29 STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond) and monies allocated to the 12 month dollar cost averaging program; the effective annual rate may be 4% in some states. Please see Appendix VI later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VI later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value as of the 5th or later contract date anniversary. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset for five years. If after your death your spouse continues this contract, the benefit base will be eligible to be reset either five years from the contract date or from the last reset date, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit will apply from the date of reset; you may not exercise until the tenth contract date anniversary following the reset. See "Exercise rules" under "Guaranteed minimum income benefit option" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA or TSA contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required minimum distributions with respect to this contract. If you must begin 30 Contract features and benefits taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA or TSA contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information", later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed in "Guaranteed minimum income benefit option" below and annuity payout options are discussed in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. Your contract specifies different guaranteed annuity purchase factors for the Guaranteed minimum income benefit and the annuity payout options. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA, or if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit is not available. If the owner was older than age 60 at the time an IRA or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option, subject to state availability. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age as follows: - ---------------------------------------------------- Level payments - ---------------------------------------------------- Period certain years --------------------------------- Owner's age at exercise IRAs NQ - ---------------------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - ---------------------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- The Guaranteed minimum income benefit should be regarded as a safety net only. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income Contract features and benefits 31 benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. The guaranteed annuity purchase factors we use to determine your payout annuity benefit under the Guaranteed minimum income benefit are more conservative than the guaranteed annuity purchase factors we use for our standard payout annuity options. This means that, assuming the same amount is applied to purchase the benefit and that we use guaranteed annuity purchase factors to compute the benefit, each periodic payment under the Guaranteed minimum income benefit payout annuity will be smaller than each periodic payment under our standard payout annuity options. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account. - ----------------------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income pay- anniversary at exercise able for life - ----------------------------------------------------------------- 10 $11,891 15 $18,597 - ----------------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information, within 30 days following your contract date anniversary in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, then end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. 32 Contract features and benefits o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) Select(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Select(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (iv) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (v) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. (vi) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the older owner's age; and (vii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions adjusted for any withdrawals. The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 through 85 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, (not including the GWBL Enhanced death benefit) the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, OR your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals, whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of the enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability, you may elect one of the following enhanced death benefits (see Appendix VI later in this Prospectus for state availability of these benefits): o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Contract features and benefits 33 Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus for more information on these guaranteed benefits. See Appendix III later in this Prospectus for an example of how we calculate an enhanced death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (see Appendix VI later in this Prospectus for state availability of these benefits), if you are purchasing a contract under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit , you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or, if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be based on the annuitant's age. For an example of how the Earnings enhancement death benefit is calculated, please see Appendix V. For contracts continued under Spousal continuation, upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VI later in this Prospectus to see if this feature is available in your state GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, 34 Contract features and benefits the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest option and the permitted variable investment options. Also, the 12 month and general dollar cost averaging programs are not available if you elect GWBL. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. Joint life TSA contracts are not permitted. This benefit is not available under an Inherited IRA contract. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA contract where withdrawal restrictions will apply; or. o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs and TSA contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - ----------------------------------------------------- Age Applicable percentage - ----------------------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - ----------------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. Contract features and benefits 35 EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your GWBL benefit base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your GWBL benefit base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional 36 Contract features and benefits charge for owner issue ages 45-75. Please see Appendix VI later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if your GWBL benefit base is ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death (adjusted for any subsequent withdrawals), whichever provides a higher amount. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) Select(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) Select(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) Select(SM) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered annuity payments for tax purposes, and may be subject to an additional 10% Federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. Contract features and benefits 37 o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfer of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals options. Also, the 12 month dollar cost averaging program is not available if you elect one of the PGB options, If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle 38 Contract features and benefits that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant"; references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan.The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. o The Guaranteed minimum income benefit, Spousal continuation, 12-month dollar cost averaging program, automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue tak ing required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VI to find out what applies in your state. Contract features and benefits 39 Generally, your refund will be the same as any other surrender and you will receive your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract, which will reflect (i) any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, and (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract. Some states, however, require that we refund the full amount of your contribution (not reflecting (i), (ii) or (iii) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. 40 Contract features and benefits 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; and (iv) the loan reserve account (applicable to TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges; and (ii) the amount of any outstanding loan plus accrued interest (applicable to TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) increased to reflect additional contributions; (iii) decreased to reflect a withdrawal; (iv) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (v) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. ---------------------------------- INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VI later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account Determining your contract's value 41 value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. 42 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o You may not transfer any amount to the 12-month dollar cost averaging program. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the account value being allocated to the guaranteed interest option, based on the account value as of the previous business day. In addition, we reserve the right to restrict transfers among variable investment options including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, Transferring your money among investment options 43 which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semi-annually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" 44 Transferring your money among investment options earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. You may not elect Option I if you are participating in 12 month or general dollar cost averaging. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. Transferring your money among investment options 45 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - ------------------------------------------------------------------------------ Method of withdrawal ---------------------------------------------------------- Lifetime required Substantially minimum Contract Partial Systematic equal distribution - ------------------------------------------------------------------------------ NQ Yes Yes No No - ------------------------------------------------------------------------------ Rollover IRA Yes Yes Yes Yes - ------------------------------------------------------------------------------ Roth Conversion IRA Yes Yes Yes No - ------------------------------------------------------------------------------ Rollover TSA* Yes Yes No Yes - ------------------------------------------------------------------------------ Inherited IRA Yes No No ** - ------------------------------------------------------------------------------ * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** This contract pays out post-death required minimum distributions. See "Inherited beneficiary contract" in "Contract, features and benefits" earlier in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRAs) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). 46 Accessing your money You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (All Rollover IRA and Roth Conversion IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. Accessing your money 47 Also, the partial withdrawals may cause an Excess withdrawal. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received within the first 90 days). Owners of tax-qualified contracts (IRA and TSA) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options, and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Our Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. WITHDRAWALS TREATED AS SURRENDERS If you request to withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. 48 Accessing your money SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VI later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the loan reserve account. Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for 12-month dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial, and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable) if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. Accessing your money 49 WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option and fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Select(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Select(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Select(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Select(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VI later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. - ---------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - ---------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - ---------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for owners and annu- Period certain annuity itants age 83 or less at contract issue) - ---------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. 50 Accessing your money FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(R) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(R) payout annuity contract from your financial professional. Income Manager(R) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). For Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the Rollover TSA contract. You may choose to apply only part of the account value of your Accumulator(R) Select(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Select(SM). For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose, and the timing of your purchase as it relates to any market value adjustments. If amounts in a fixed maturity option are used to purchase any annuity payout option, prior to the maturity date, a market value adjustment will apply. SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) Select(SM) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed with- Accessing your money 51 drawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VI later in this Prospectus for variations that may apply in your state. 52 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section . The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard guaranteed minimum death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.35% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in the order of the earliest maturity date(s) first. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaran- Charges and expenses 53 teed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.60% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the owner reaches 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base 54 Charges and expenses on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis (See Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We deduct a fee of $350 from the amount to be applied to the variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 55 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option, as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint owner within five years. The surviving owner may instead elect to 56 Payment of death benefit receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. No additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. No additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner Payment of death benefit 57 of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VI later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ 58 Payment of death benefit contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the deceased is the owner or the older joint owner: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. If the deceased is the younger non-spousal joint owner: o The annuity account value will not be reset to the death benefit amount. Payment of death benefit 59 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Select(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax, and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, the amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Select(SM)'s 12 month dollar cost averaging, choice of death benefits, the Guaranteed withdrawal for life benefit, the Guaranteed minimum income benefit, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of pay-out options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual withdrawals and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are 60 Tax information taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant are the same under the source contract and the Accumulator(R) Select(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Select(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option Tax information 61 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). We also offer the Inherited IRA for payment of post-death required minimum distributions from tradi- 62 Tax information tional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) Select(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Select(SM) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS Opinion Letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Select(SM) IRA or Accumulator(R) Select(SM) Roth IRA with the optional Earnings enhancement benefit. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS You can cancel any version of the Accumulator(R) Select(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS) CONTRIBUTIONS TO TRADITIONAL IRAS. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o regular contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS LIMITS ON CONTRIBUTIONS. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. SPECIAL RULES FOR SPOUSES. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. DEDUCTIBILITY OF CONTRIBUTIONS. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. Tax information 63 If you are not covered by a retirement plan during any part of the year, you can make fully deductible contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007 your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). If you are covered by a retirement plan during any part of the year, and your adjusted gross income (AGI) is below the lower dollar figure in a phase-out range, you can make fully deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls within a phase-out range, you can make partially deductible contributions to your traditional IRAs. If you are covered by a retirement plan during any part of the year, and your AGI falls above the higher figure in the phase-out range, you may not deduct any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment.) If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2006, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit ADDITIONAL "SAVER'S CREDIT" FOR CONTRIBUTIONS TO A TRADITIONAL IRA OR ROTH IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007). The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. NONDEDUCTIBLE REGULAR CONTRIBUTIONS. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. WHEN YOU CAN MAKE REGULAR CONTRIBUTIONS. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. 64 Tax information ROLLOVER AND TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. ROLLOVERS FROM "ELIGIBLE RETIREMENT PLANS" OTHER THAN TRADITIONAL IRAS Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN TRADITIONAL IRAS Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. Tax information 65 EXCESS CONTRIBUTIONS Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. RECHARACTERIZATIONS Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. TAXATION OF PAYMENTS. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners who are 70-1/2 or older. 66 Tax information REQUIRED MINIMUM DISTRIBUTIONS BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. WHEN YOU HAVE TO TAKE THE FIRST LIFETIME REQUIRED MINIMUM DISTRIBUTION. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. DO YOU HAVE TO PICK THE SAME METHOD TO CALCULATE YOUR REQUIRED MINIMUM DISTRIBUTIONS FOR ALL OF YOUR TRADITIONAL IRAS AND OTHER RETIREMENT PLANS? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED ON THE METHOD YOU CHOOSE? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. WHAT ARE THE REQUIRED MINIMUM DISTRIBUTION PAYMENTS AFTER YOU DIE? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. INDIVIDUAL BENEFICIARY. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expect- Tax information 67 ancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. SPOUSAL BENEFICIARY. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. NON-INDIVIDUAL BENEFICIARY. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. SPOUSAL CONTINUATION If the contract is continued under spousal continuation then no amounts are required to be paid until after your surviving spouse's death. PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH IRA death benefits are taxed the same as IRA distributions. BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. EARLY DISTRIBUTION PENALTY TAX A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. 68 Tax information ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Select(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. CONTRIBUTIONS TO ROTH IRAS Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. REGULAR CONTRIBUTIONS TO ROTH IRAS LIMITS ON REGULAR CONTRIBUTIONS. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007 and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. WHEN YOU CAN MAKE CONTRIBUTIONS. Same as traditional IRAs. DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible. ROLLOVERS AND DIRECT TRANSFERS WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other Tax information 69 eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. CONVERSION CONTRIBUTIONS TO ROTH IRAS In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. RECHARACTERIZATIONS You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. HOW TO RECHARACTERIZE. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. 70 Tax information The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. DISTRIBUTIONS FROM ROTH IRAS Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. QUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. REQUIRED MINIMUM DISTRIBUTIONS DURING LIFE Lifetime required minimum distributions do not apply. REQUIRED MINIMUM DISTRIBUTIONS AT DEATH Same as traditional IRA under "What are the required minimum distribution payments after you die?" PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. Tax information 71 BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS Same as traditional IRA. EXCESS CONTRIBUTIONS Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. EARLY DISTRIBUTION PENALTY TAX Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) GENERAL This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004 the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Select(SM) Rollover TSA contract with the optional Earnings enhancement benefit. CONTRIBUTIONS TO TSAS There are two ways you can make contributions to establish this Accumulator(R) Select(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Select(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. EMPLOYER-REMITTED CONTRIBUTIONS. The Accumulator(R) Select(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: 72 Tax information qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Select(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Select(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Select(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Select(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. DISTRIBUTIONS FROM TSAS GENERAL. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. WITHDRAWAL RESTRICTIONS. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who pro vided the funds to purchase the TSA you are transferring to the Accumulator(R) Select(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax defi nition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. Tax information 73 If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. ANNUITY PAYMENTS. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL") in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. LOANS FROM TSAS. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Select(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer, a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VI later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may 74 Tax information also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. . The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. REQUIRED MINIMUM DISTRIBUTIONS Generally the same as traditional IRA with these differences: WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Select(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. SPOUSAL CONSENT RULES This will only apply to you if you establish your Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. EARLY DISTRIBUTION PENALTY TAX A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. Tax information 75 o We are generally required to withhold on conversion rollovers of traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviv- ing spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 76 Tax information 8. More information - -------------------------------------------------------------------------------- ABOUT OUR SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although the Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within Separate Account No. 49 invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling its shares. All dividends and other distributions on Trust shares are reinvested in full. The Board of Trustees of the Trusts may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan and other aspects of its operations, appears in the prospectuses for each Trust which generally accompany this Prospectus, or in their respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------------- More information 77 HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw all of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. See Appendix II at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity option, the "current rate to maturity" will be determined by using a widely-published Index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and fixed maturity options, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such 78 More information transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA, Inherited IRA Beneficiary Contntinuation (traditional IRA and Roth IRA) or Rollover TSA contracts. Please see Appendix VI later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of : (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. More information 79 o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distributions of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB, and/or the Guaranteed withdrawal for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial professional for further information. See Appendix VI later in this Prospectus for any state variations with regard to terminating any benefits under your contract. 80 More information You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA or Rollover TSA contract to another similar arrangement under federal income tax rules. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.00% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 2.00% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Select(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Sell- dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Sell- More information 81 ing broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 82 More information 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. Incorporation of certain documents by reference 83 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.70%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. - ----------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2006 2005 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 14.43 $ 12.45 $ 11.72 $ 10.66 -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,109 1,519 656 32 -- - ----------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.31 $ 10.82 $ 10.74 $ 10.30 -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,800 1,000 281 1 -- - ----------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.96 $ 11.19 $ 11.02 $ 10.41 -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,022 2,176 414 84 -- - ----------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 46.21 $ 42.61 $ 41.36 $ 38.70 $ 33.05 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,325 1,725 893 383 86 - ----------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 13.82 $ 12.28 $ 11.71 $ 10.66 -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 14,705 6,917 2,788 46 -- - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 55.37 $ 53.59 $ 50.38 $ 45.72 $ 33.82 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 47 25 28 10 4 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.30 $ 11.08 $ 11.07 $ 10.84 $ 10.63 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,030 1,611 1,424 1,202 628 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.87 $ 11.49 $ 10.93 $ 9.91 $ 7.87 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 400 338 284 143 57 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 30.26 $ 28.00 $ 27.64 $ 25.87 $ 21.48 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 758 755 771 557 125 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 16.64 $ 13.51 $ 11.90 $ 10.27 $ 7.78 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,030 783 806 360 135 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 12.11 $ 10.85 $ 10.34 $ 9.59 $ 7.61 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 453 353 272 238 104 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 9.47 $ 9.62 $ 9.10 $ 8.68 $ 6.76 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,014 980 876 792 408 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 14.10 $ 12.02 $ 11.42 $ 10.15 $ 7.88 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,363 1,238 1,242 726 316 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 10.74 $ 9.96 $ 9.35 $ 8.52 $ 6.18 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,035 1,075 1,055 731 292 - ----------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 13.68 $ 12.13 $ 11.49 $ 10.15 $ 7.34 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1010 876 1,011 560 206 - ----------------------------------------------------------------------------------------------------------------------- A-1 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - ------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - ------------------------------------------------------------------------------------------------------------------- Unit value $ 10.41 $ 9.87 $ 9.02 $ 8.74 $ 5.64 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 350 311 306 98 14 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - ------------------------------------------------------------------------------------------------------------------- Unit value $239.37 $ 219.99 $ 214.55 $ 191.26 $ 130.09 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 73 73 64 29 9 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - ------------------------------------------------------------------------------------------------------------------- Unit value $ 32.85 $ 28.19 $ 27.18 $ 24.60 $ 19.19 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 563 618 549 371 133 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - ------------------------------------------------------------------------------------------------------------------- Unit value $ 17.92 $ 17.67 $ 17.76 $ 17.72 $ 17.65 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 376 481 416 458 259 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - ------------------------------------------------------------------------------------------------------------------- Unit value $ 17.67 $ 14.55 $ 12.84 $ 11.05 $ 8.32 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,508 1,037 649 530 142 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - ------------------------------------------------------------------------------------------------------------------- Unit value $ 6.80 $ 6.96 $ 6.16 $ 5.78 $ 4.77 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,042 1,055 981 856 341 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - ------------------------------------------------------------------------------------------------------------------- Unit value $ 15.63 $ 15.31 $ 15.27 $ 14.97 $ 14.71 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 590 573 555 512 198 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - ------------------------------------------------------------------------------------------------------------------- Unit value $ 17.56 $ 16.39 $ 14.95 $ 13.34 $ 9.63 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 462 372 312 478 121 - ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - ------------------------------------------------------------------------------------------------------------------- Unit value $ 17.38 $ 14.57 $ 14.06 $ 12.60 $ 9.96 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,507 2,363 2,169 1,481 530 - ------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - ------------------------------------------------------------------------------------------------------------------- Unit value $ 11.31 $ 10.35 -- -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 123 40 -- -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - ------------------------------------------------------------------------------------------------------------------- Unit value $ 10.91 $ 10.94 -- -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 429 784 -- -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - ------------------------------------------------------------------------------------------------------------------- Unit value $ 6.59 $ 5.78 $ 5.54 -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 504 326 15 -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - ------------------------------------------------------------------------------------------------------------------- Unit value $ 8.81 $ 8.51 $ 7.96 $ 7.82 $ 6.22 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 353 314 204 249 42 - ------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - ------------------------------------------------------------------------------------------------------------------- Unit value $ 12.67 $ 12.00 $ 11.62 $ 11.20 $ 9.19 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,484 351 160 164 40 - ------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - ------------------------------------------------------------------------------------------------------------------- Unit value $ 14.13 $ 12.06 $ 10.47 $ 9.38 $ 7.19 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,208 2,337 1,926 1,026 282 - ------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - ------------------------------------------------------------------------------------------------------------------- Unit value $ 12.72 $ 11.55 $ 11.08 $ 10.16 $ 7.86 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,393 1,585 1,200 776 200 - ------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - ------------------------------------------------------------------------------------------------------------------- Unit value $ 12.24 $ 11.33 $ 10.87 $ 10.12 $ 7.55 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,611 2,349 2,037 1,222 345 - ------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - ----------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2006 2005 2004 2003 2002 - ----------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.01 $ 10.37 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 225 81 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 216 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 28.64 $ 25.31 $ 24.66 $ 22.76 $ 18.11 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,418 1,604 1,386 1,074 399 - ----------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 9.90 $ 9.74 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 185 8 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 8.67 $ 8.33 $ 8.15 $ 7.75 $ 5.70 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 215 280 377 218 32 - ----------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.47 $ 10.97 $ 9.62 $ 6.81 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,890 1,556 1,391 883 285 - ----------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 16.96 $ 15.34 $ 14.02 $ 12.10 $ 9.24 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,156 1,107 1,007 636 237 - ----------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 368 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 38 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.56 $ 10.48 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 193 77 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 25.76 $ 22.05 $ 21.50 -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 233 79 9 -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/International Growth - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 14.17 $ 11.47 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 269 56 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 6.22 $ 6.26 $ 5.93 $ 5.38 $ 4.35 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 886 788 70 561 192 - ----------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 13.88 $ 13.57 $ 13.50 $ 13.20 $ 12.99 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,477 1,527 1,343 1,175 441 - ----------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 15.53 $ 13.12 $ 12.84 $ 11.78 $ 9.45 - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 351 347 370 307 128 - ----------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 11.17 $ 10.63 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 532 144 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - ----------------------------------------------------------------------------------------------------------------------- Unit value $ 9.98 $ 9.98 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 135 173 -- -- -- - ----------------------------------------------------------------------------------------------------------------------- A-3 Appendix I: Condensed financial information UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ---------------------------------------------------------- 2006 2005 2004 2003 2002 - ---------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 12.18 $ 10.57 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 308 83 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 11.67 $ 10.54 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 196 84 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 12.29 $ 11.12 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 591 290 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 16.13 $ 15.01 $ 13.79 $ 12.69 $ 9.85 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,714 2,354 1,938 1,510 386 - ---------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 23.37 $ 19.66 $ 19.43 $ 17.87 $ 13.86 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 856 849 802 502 184 - ---------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 22.13 $ 17.91 $ 16.44 $ 13.75 $ 10.92 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1052 782 522 441 161 - ---------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 14.58 $ 13.76 $ 12.84 $ 11.60 $ 9.12 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 192 184 149 93 38 - ---------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 10.28 $ 9.26 $ 8.79 $ 8.03 $ 6.69 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 510 603 610 598 229 - ---------------------------------------------------------------------------------------------------------------------- EQ/Money Market - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 26.86 $ 26.15 $ 25.92 $ 26.17 $ 26.47 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1102 845 349 434 630 - ---------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 4.77 $ 4.49 $ 4.34 -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 83 72 22 -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 258 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 11.08 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 83 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 20 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 19 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 9.78 $ 9.91 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 730 286 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 10.17 $ 9.96 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 202 60 -- -- -- - ---------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - ---------------------------------------------------------------------------------------------------------------------- Unit value $ 19.05 $ 16.69 $ 16.22 $ 14.09 $ 10.43 - ---------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1201 991 884 641 270 - ---------------------------------------------------------------------------------------------------------------------- Appendix I: Condensed financial information A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - ------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------- 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - ------------------------------------------------------------------------------------------------------------------- Unit value $ 8.54 $ 7.89 $ 7.46 -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 475 242 59 -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - ------------------------------------------------------------------------------------------------------------------- Unit value $16.60 $ 14.35 $ 14.00 $ 12.10 $ 8.44 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 744 596 575 449 122 - ------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - ------------------------------------------------------------------------------------------------------------------- Unit value $15.46 $ 16.39 $ 16.03 -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 47 41 6 -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - ------------------------------------------------------------------------------------------------------------------- Unit value $10.75 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 178 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - ------------------------------------------------------------------------------------------------------------------- Unit value $ 6.07 $ 5.41 $ 5.05 -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 104 69 -- -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - ------------------------------------------------------------------------------------------------------------------- Unit value $11.85 $ 10.40 -- -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 602 296 -- -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - ------------------------------------------------------------------------------------------------------------------- Unit value $18.23 $ 13.53 $ 10.37 $ 8.53 $ 5.56 - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1239 755 609 457 69 - ------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - ------------------------------------------------------------------------------------------------------------------- Unit value $13.26 $ 12.34 -- -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 297 179 -- -- -- - ------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - ------------------------------------------------------------------------------------------------------------------- Unit value $14.12 $ 11.86 $ 11.36 -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 147 -- 1 -- -- - ------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - ------------------------------------------------------------------------------------------------------------------- Unit value $22.83 $ 16.87 -- -- -- - ------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 660 410 -- -- -- - ------------------------------------------------------------------------------------------------------------------- A-5 Appendix I: Condensed financial information Appendix II: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000 is made four years later on February 15, 2011(a) - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 --------------------------------------------- 5.00% 9.00% - ---------------------------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - ---------------------------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - ---------------------------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - ---------------------------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) - ---------------------------------------------------------------------------------------------------------------------------- On February 15, 2011 after $50,000 withdrawal - ---------------------------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ---------------------------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ---------------------------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ---------------------------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ---------------------------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - ---------------------------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $ 171,882 _______________ = __________________ where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $ 171,882 ______________ = _____________________ (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 _____________________ = _____________________ (1+h)((D/365)) (1+0.07)((1,461/365)) Appendix II: Market value adjustment example B-1 Appendix III: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - -------------------------------------------------------------------------------------------------------- End of contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced year Account value enhanced death benefit enhanced death benefit death benefit - -------------------------------------------------------------------------------------------------------- 1 $105,000 $ 106,000(3) $ 105,000(1) $ 105,000(5) 2 $115,500 $ 112,360(3) $ 115,500(1) $ 115,500(5) 3 $129,360 $ 119,102(3) $ 129,360(1) $ 129,360(5) 4 $103,488 $ 126,248(4) $ 129,360(2) $ 135,828(6) 5 $113,837 $ 133,823(4) $ 129,360(2) $ 142,296(6) 6 $127,497 $ 141,852(4) $ 129,360(2) $ 148,764(6) 7 $127,497 $ 150,363(4) $ 129,360(2) $ 155,232(6) - -------------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. C-1 Appendix III: Enhanced death benefit example Appendix IV: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to Age 85 or Annual Ratchet to age 85" guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Select(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (3.01)%,2.99% for the Accumulator(R) Select(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. Appendix IV: Hypothetical illustrations D-1 Variable deferred annuity Accumulator(R) Select(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll- Up to age 85 or the Lifetime Annual Annual Ratchet to Total Death Benefit Guaranteed Minimum Income Benefit age 85 Guaranteed with the Earnings ---------------------------------- Minimum Guaranteed Hypothetical Account Value Cash Value Benefit Death enhancement benefit Income Income Contract ------------------- ------------------- ------------------- ------------------- ----------------- ---------------- Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% Age --------- --------- --------- --------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,326 101,305 95,326 101,305 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 90,728 102,564 90,728 102,564 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 86,200 103,772 86,200 103,772 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 81,735 104,923 81,735 104,923 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 77,325 106,009 77,325 106,009 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 72,962 107,023 72,962 107,023 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 68,638 107,958 68,638 107,958 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 64,347 108,804 64,347 108,804 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 60,080 109,554 60,080 109,554 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 38,763 111,475 38,763 111,475 226,090 226,090 276,527 276,527 14,266 14,266 14,266 14,266 79 20 16,695 109,178 16,695 109,178 302,560 302,560 383,584 383,584 20,393 20,393 20,393 20,393 84 25 0 100,560 0 100,560 0 404,893 0 493,179 0 34,821 0 34,821 89 30 0 97,829 0 97,829 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 97,815 0 97,815 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 97,812 0 97,812 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a contract would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual contract years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. D-2 Appendix IV: Hypothetical illustrations Appendix V: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3000 withdrawal $6000 withdrawal ------------------------------------------------------------------------------------------------------------------ A Initial contribution 100,000 100,000 100,000 ------------------------------------------------------------------------------------------------------------------ B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 ------------------------------------------------------------------------------------------------------------------ Earnings enhancement benefit earnings: death C benefit less net contributions (prior to the withdrawal in 4,000 4,000 4,000 D). B minus A. ------------------------------------------------------------------------------------------------------------------ D Withdrawal 0 3,000 6,000 ------------------------------------------------------------------------------------------------------------------ Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero ------------------------------------------------------------------------------------------------------------------ Net contributions (adjusted for the withdrawal in D) F 100,000 100,000 98,000 A minus E ------------------------------------------------------------------------------------------------------------------ Death benefit (adjusted for the withdrawal in D) G 104,000 101,000 98,000 B minus D ------------------------------------------------------------------------------------------------------------------ Death benefit less net contributions H 4,000 1,000 0 G minus F ------------------------------------------------------------------------------------------------------------------ I Earnings enhancement benefit factor 40% 40% 40% ------------------------------------------------------------------------------------------------------------------ Earnings enhancement benefit J 1,600 400 0 H times I ------------------------------------------------------------------------------------------------------------------ Death benefit: including Earnings enhancement benefit K 105,600 101,400 98,000 G plus J ------------------------------------------------------------------------------------------------------------------ * The death benefit is the greater of the account value or any applicable death benefit. Appendix V: Earnings enhancement benefit example E-1 Appendix VI: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Select(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) SELECT(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to If you reside in the state of California and you are age 60 cancel within a certain number of days" and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA Required disclosure for Pennsylvania customers Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA and Rollover TSA contracts Not Available Beneficiary continuation option (IRA) Not Available - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Charges that AXA Equitable deducts" under "Annual o We will deduct the annual administrative charge, on a administrative charge" in "Charges and expenses" pro rata basis, only from your value in the variable invest- ment options. We will not deduct this charge from your value in the guaranteed interest option. - ------------------------------------------------------------------------------------------------------------------------------------ F-1 Appendix VI: State contract availability and/or variations of certain features and benefits - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON Guaranteed interest option Not available Investment simplifier -- Fixed-dollar option and Interest Not available sweep option Fixed maturity options Not available Income Manager(SM) payout option Not available Earnings enhancement benefit Not available See "Guaranteed minimum death benefit/Guaranteed mini- Your "Greater of 4% Roll-Up to Age 85 or Annual Ratchet mum income benefit roll-up benefit benefit base reset" in to age 85 enhanced death benefit" benefit base will reset "Contract features and benefits" only if your account value is greater than your Guaranteed minimum income benefit base. See "Guaranteed minimum death benefit" in "Contract features and benefits" You have a choice of the standard death benefit, the Annual See "Annual administrative charge" in "Charges and Ratchet to age 85 enhanced death benefit, or the Greater of expenses" 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. The annual administrative charge will be deducted from the value in the variable investment options on a pro rata basis. - ------------------------------------------------------------------------------------------------------------------------------------ Appendix VI: State contract availability and/or variations of certain features and benefits F-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 3 How to obtain an Accumulator(R) Select(SM) Statement of Additional Information for Separate Account No. 49 Send this request form to: Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 Please send me an Accumulator(R) Select(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip Select '02, OR, '04, '06, Jumpstart '07 and '07 Series x01482 Accumulator(R) Select(SM) A combination variable and fixed deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. You should read the prospectuses for each Trust which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS THE ACCUMULATOR(R) SELECT(SM) Accumulator(R) Select(SM) is a deferred annuity contract issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for income. The contract offers income and death benefit protection. It also offers a number of payout options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options, the guaranteed interest option or fixed maturity options ("investment options"). There is no withdrawal charge under the contract. Certain features and benefits described in this Prospectus may vary in your state; all features and benefits may not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix VI later in this Prospectus for more information on state availability and/or variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Aggressive Allocation(1) o EQ/JPMorgan Core Bond o AXA Conservative Allocation(1) o EQ/JPMorgan Value Opportunities o AXA Conservative-Plus Allocation(1) o EQ/Legg Mason Value Equity o AXA Moderate Allocation(1) o EQ/Long Term Bond o AXA Moderate-Plus Allocation(1) o EQ/Lord Abbett Growth and Income o EQ/AllianceBernstein Common Stock o EQ/Lord Abbett Large Cap Core o EQ/AllianceBernstein Growth and o EQ/Lord Abbett Mid Cap Value Income++ o EQ/Marsico Focus o EQ/AllianceBernstein Intermediate o EQ/MFS Emerging Growth Companies+ Government Securities o EQ/MFS Investors Trust+ o EQ/AllianceBernstein International o EQ/Money Market o EQ/AllianceBernstein Large Cap o EQ/Montag & Caldwell Growth Growth o EQ/Mutual Shares o EQ/AllianceBernstein Quality Bond o EQ/Oppenheimer Global o EQ/AllianceBernstein Small Cap o EQ/Oppenheimer Main Street Growth Opportunity o EQ/AllianceBernstein Value o EQ/Oppenheimer Main Street Small o EQ/Ariel Appreciation II Cap o EQ/AXA Rosenberg Value Long/Short o EQ/PIMCO Real Return Equity o EQ/Short Duration Bond o EQ/BlackRock Basic Value Equity* o EQ/Small Cap Value+ o EQ/BlackRock International Value* o EQ/Small Company Growth+ o EQ/Boston Advisors Equity Income o EQ/Small Company Index o EQ/Calvert Socially Responsible o EQ/TCW Equity++ o EQ/Capital Guardian Growth o EQ/Templeton Growth o EQ/Capital Guardian International+ o EQ/UBS Growth and Income o EQ/Capital Guardian Research o EQ/Van Kampen Comstock o EQ/Capital Guardian U.S. Equity++ o EQ/Van Kampen Emerging Markets o EQ/Caywood-Scholl High Yield Bond Equity o EQ/Davis New York Venture o EQ/Van Kampen Mid Cap Growth o EQ/Equity 500 Index o EQ/Wells Fargo Montgomery Small o EQ/Evergreen International Bond Cap++ o EQ/Evergreen Omega o Multimanager Aggressive Equity* o EQ/FI Mid Cap o Multimanager Core Bond* o EQ/FI Mid Cap Value+ o Multimanager Health Care* o EQ/Franklin Income o Multimanager High Yield* o EQ/Franklin Small Cap Value o Multimanager International Equity* o EQ/Franklin Templeton Founding o Multimanager Large Cap Core Equity* Strategy** o Multimanager Large Cap Growth* o EQ/GAMCO Mergers and Acquisitions o Multimanager Large Cap Value* o EQ/GAMCO Small Company Value o Multimanager Mid Cap Growth* o EQ/International Growth o Multimanager Mid Cap Value* o EQ/Janus Large Cap Growth++ o Multimanager Technology* o U.S. Real Estate -- Class II++ - -------------------------------------------------------------------------------- (1) The "AXA Allocation" portfolios. * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this investment option. . You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of the AXA Premier VIP Trust, the EQ Advisors Trust or The Universal Institutional Funds, Inc. (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. You may also allocate amounts to the guaranteed interest option and the fixed maturity options, which are discussed later in this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and certain permitted variable investment option(s). The permitted variable investment options are described later in this Prospectus. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). o Traditional and Roth Inherited IRA beneficiary continuation contract ("Inherited IRA") (direct transfer and specified direct rollover contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $25,000 is required to purchase a contract. Registration statements relating to this offering have been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. x01462/Select Jumpstart '07 Series/New Biz Only (R-4/15) Contents of this Prospectus - -------------------------------------------------------------------------------- ACCUMULATOR(R) SELECT(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 6 How to reach us 7 Accumulator(R) Select(SM) at a glance -- key features 9 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 15 Condensed financial information 18 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 19 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 19 Owner and annuitant requirements 23 How you can make your contributions 23 What are your investment options under the contract? 23 Portfolios of the Trusts 24 Allocating your contributions 30 Guaranteed minimum death benefit and Guaranteed minimum income benefit base 31 Annuity purchase factors 33 Guaranteed minimum income benefit option 33 Guaranteed minimum death benefit 35 Guaranteed withdrawal benefit for life ("GWBL") 36 Principal guarantee benefits 40 Inherited IRA beneficiary continuation contract 40 Your right to cancel within a certain number of days 41 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 43 - -------------------------------------------------------------------------------- Your account value and cash value 43 Your contract's value in the variable investment options 43 Your contract's value in the guaranteed interest option 43 Your contract's value in the fixed maturity options 43 Insufficient account value 43 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 45 - -------------------------------------------------------------------------------- Transferring your account value 45 Disruptive transfer activity 45 Rebalancing your account value 46 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 48 - -------------------------------------------------------------------------------- Withdrawing your account value 48 How withdrawals are taken from your account value 50 How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits 50 How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit 50 Withdrawals treated as surrenders 50 Loans under Rollover TSA contracts 51 Surrendering your contract to receive its cash value 51 When to expect payments 52 Your annuity payout options 52 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 55 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 55 Charges that the Trusts deduct 57 Group or sponsored arrangements 57 Other distribution arrangements 57 - -------------------------------------------------------------------------------- 6. PAYMENT OF DEATH BENEFIT 58 - -------------------------------------------------------------------------------- Your beneficiary and payment of benefit 58 Beneficiary continuation option 60 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 62 - -------------------------------------------------------------------------------- Overview 62 Buying a contract to fund a retirement arrangement 62 Transfers among investment options 62 Taxation of nonqualified annuities 62 Individual retirement arrangements (IRAs) 64 Tax-sheltered annuity contracts (TSAs) 74 Federal and state income tax withholding and information reporting 77 Impact of taxes to AXA Equitable 78 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 79 - -------------------------------------------------------------------------------- About our Separate Account No. 49 79 About the Trusts 79 About our fixed maturity options 79 About the general account 80 About other methods of payment 80 Dates and prices at which contract events occur 81 About your voting rights 82 About legal proceedings 82 Financial statements 82 Transfers of ownership, collateral assignments, loans and borrowing 82 About Custodial IRAs 83 Distribution of the contracts 83 - -------------------------------------------------------------------------------- 9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 85 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Market value adjustment example B-1 III -- Enhanced death benefit example C-1 IV -- Hypothetical illustrations D-1 V -- Earnings enhancement benefit example E-1 VI -- State contract availability and/or variations of certain features and benefits F-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page in Term Prospectus 6% Roll-Up to age 85 32 12 month dollar cost averaging 30 account value 43 administrative charge 55 annual administrative charge 55 Annual Ratchet 38 Annual Ratchet to age 85 enhanced death benefit 32 annuitant 19 annuitization 52 annuity maturity date 53 annuity payout options 52 annuity purchase factors 33 automatic investment program 81 AXA Allocation portfolio's cover beneficiary 58 Beneficiary continuation option ("BCO") 60 benefit base 37 business day 81 cash value 43 charges for state premium and other applicable taxes 57 contract date 23 contract date anniversary 23 contract year 23 contributions to Roth IRAs 71 regular contributions 71 rollovers and transfers 71 conversion contributions 71 contributions to traditional IRAs 65 regular contributions 65 rollovers and transfers 67 disruptive transfer activity 45 distribution charge 55 Earnings enhancement benefit 36 Earnings enhancement benefit charge 57 EQAccess 7 ERISA 51 Fixed-dollar option 31 fixed maturity options 29 free look 41 general account 80 general dollar cost averaging 31 guaranteed interest option 29 Guaranteed minimum death benefit 35 Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset option 32 Page in Term Prospectus Guaranteed minimum income benefit 33 Guaranteed minimum income benefit charge 56 Guaranteed minimum income benefit "no lapse guarantee" 34 Guaranteed withdrawal benefit for life 9 Guaranteed withdrawal benefit for life charge 57 IRA cover IRS 62 Inherited IRA cover investment options cover Investment Simplifier 31 Lifetime minimum distribution withdrawals 49 loan reserve account 51 loans under Rollover TSA 51 market adjusted amount 29 market timing 45 maturity dates 29 market value adjustment 29 maturity value 29 Mortality and expense risks charge 55 NQ cover partial withdrawals 48 permitted variable investment options 23 portfolio cover Principal guarantee benefits 40 processing office 7 rate to maturity 29 Rebalancing 46 Rollover IRA cover Roth IRA cover SAI cover SEC cover self-directed allocation 30 Separate Account No. 49 79 Spousal continuation 59 Standard death benefit 32 substantially equal withdrawals 49 Systematic withdrawals 48 TOPS 7 Trusts 79 traditional IRA cover TSA cover unit 43 variable investment options 23 wire transmittals and electronic applications 80 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract. Your financial professional can provide further explanation about your contract or supplemental materials. - ----------------------------------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - ----------------------------------------------------------------------------------------------------------------- fixed maturity options Guarantee Periods (Guaranteed Fixed Interest Accounts in supplemental materials) variable investment options Investment Funds account value Annuity Account Value rate to maturity Guaranteed Rates - ----------------------------------------------------------------------------------------------------------------- 4 Index of key words and phrases - ----------------------------------------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - ----------------------------------------------------------------------------------------------------------------- unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit Guaranteed minimum income benefit Guaranteed Income Benefit guaranteed interest option Guaranteed Interest Account Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit GWBL benefit base Guaranteed withdrawal benefit for life benefit base Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for life Annual withdrawal amount GWBL Excess withdrawal Guaranteed withdrawal benefit for life Excess withdrawal - ----------------------------------------------------------------------------------------------------------------- Index of key words and phrases 5 Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. 6 Who is AXA Equitable? HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - -------------------------------------------------------------------------------- Accumulator(R) Select(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a transaction; and o annual statement of your contract values as of the close of the contract year, including notification of eligibility to exercise the Guaranteed minimum income benefit and/or the Roll-Up benefit base reset option. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o rates to maturity for the fixed maturity options (not available through EQAccess); o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically; o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors, you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or the Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). Who is AXA Equitable? 7 - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time. WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth Conversion IRA contract; (3) election of the automatic investment program; (4) election of the rebalancing program; (5) requests for loans under Rollover TSA contracts; (6) spousal consent for loans under Rollover TSA contracts; (7) requests for withdrawals or surrenders from Rollover TSA contracts and contracts with the Guaranteed withdrawal benefit for life ("GWBL"); (8) tax withholding elections; (9) election of the beneficiary continuation option; (10) IRA contribution recharacterizations; (11) certain Section 1035 exchanges; (12) direct transfers; (13) exercise of the Guaranteed minimum income benefit; (14) requests to reset your Roll-Up benefit base (for contracts that have both the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit); (15) requests to opt out of or back into the annual ratchet of the Guaranteed withdrawal benefit for life ("GWBL") benefit base; (16) death claims; (17) change in ownership (NQ only); (18) requests for enrollment in either our Maximum payment plan or Customized payment plan under the Guaranteed withdrawal benefit for life ("GWBL"); and (19) requests to reset the guaranteed minimum value for contracts with a Principal guarantee benefit. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; (4) contract surrender and withdrawal requests; (5) general dollar cost averaging (including the fixed dollar and interest sweep options); and (6) 12 month dollar cost averaging. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) automatic investment program; (2) general dollar cost averaging (including the fixed dollar and interest sweep options); (3) rebalancing; (4) 12 month dollar cost averaging; (5) substantially equal withdrawals; (6) systematic withdrawals; and (7) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners both must sign. 8 Who is AXA Equitable? Accumulator(R) Select(SM) at a glance -- key features PROFESSIONAL INVESTMENT Accumulator(R) Select(SM)'s variable investment options invest in different portfolios managed by MANAGEMENT professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ FIXED MATURITY OPTIONS o Fixed maturity options with maturities ranging from approximately 1 to 10 years (subject to availability). o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to maturity. - ------------------------------------------------------------------------------------------------------------------------------------ If you make withdrawals or transfers from a fixed maturity option before maturity, there will be a market value adjustment due to differences in interest rates. If you withdraw or transfer only a portion of a fixed maturity amount, this may increase or decrease any value that you have left in that fixed maturity option. If you surrender your contract, a market value adjustment also applies. - ------------------------------------------------------------------------------------------------------------------------------------ GUARANTEED INTEREST o Principal and interest guarantees. OPTION o Interest rates set periodically. - ------------------------------------------------------------------------------------------------------------------------------------ TAX CONSIDERATIONS o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. - ------------------------------------------------------------------------------------------------------------------------------------ o No tax on transfers among investment options inside the contract. ---------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA), or tax sheltered annuity (TSA) you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. Depending on your personal situation, the contract's guaranteed benefits may have limited usefulness because of required minimum distributions ("RMDs"). - ------------------------------------------------------------------------------------------------------------------------------------ GUARANTEED MINIMUM The Guaranteed minimum income benefit provides income protection for you during your life once INCOME BENEFIT you elect to annuitize the contract. - ------------------------------------------------------------------------------------------------------------------------------------ GUARANTEED WITHDRAWAL The Guaranteed withdrawal benefit for life option ("GWBL"), guarantees that you can take withdrawals of up BENEFIT FOR LIFE to a maximum amount each contract year (your "Guaranteed annual withdrawal amount") beginning at age 45. Withdrawals are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual withdrawal amount). - ------------------------------------------------------------------------------------------------------------------------------------ CONTRIBUTION AMOUNTS o Initial minimum: $25,000 o Additional minimum: $500 (NQ and Rollover TSA) $100 monthly and $300 quarterly under our automatic investment program (NQ contracts) $1,000 (Inherited IRA contracts) $50 (IRA contracts) ---------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL) under all Accumulator(R) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. See "How you can purchase and contribute to your contract" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ ACCESS TO YOUR MONEY o Partial withdrawals o Several withdrawal options on a periodic basis o Loans under Rollover TSA contracts o Contract surrender o Maximum payment plan (only under contracts with GWBL) o Customized payment plan (only under contracts with GWBL) You may incur income tax and a tax penalty. Certain withdrawals will diminish the value of optional benefits. - ------------------------------------------------------------------------------------------------------------------------------------ Accumulator(R) Select(SM) at a glance -- key features 9 - ------------------------------------------------------------------------------------------------------------------------------------ PAYOUT OPTIONS o Fixed annuity payout options o Variable Immediate Annuity payout options (described in a separate prospectus for that option) o Income Manager(SM) payout options (described in a separate prospectus for that option) - ------------------------------------------------------------------------------------------------------------------------------------ ADDITIONAL FEATURES o Guaranteed minimum death benefit options o Principal guarantee benefits o Dollar cost averaging o Automatic investment program o Account value rebalancing (quarterly, semiannually and annually) o Free transfers o Earnings enhancement benefit, an optional death benefit available under certain contracts o Spousal continuation o Beneficiary continuation option o Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset. - ------------------------------------------------------------------------------------------------------------------------------------ FEES AND CHARGES Please see "Fee table" later in this section for complete details. - ------------------------------------------------------------------------------------------------------------------------------------ OWNER AND ANNUITANT NQ: 0-85 ISSUE AGES Rollover IRA, Roth Conversion IRA and Rollover TSA: 20-85 Inherited IRA: 0-70 - ------------------------------------------------------------------------------------------------------------------------------------ THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE CONTRACT. IN SOME CASES, RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES. PLEASE SEE APPENDIX VI LATER IN THIS PROSPECTUS FOR MORE INFORMATION ON STATE AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional or call us, if you have questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. 10 ACCUMULATOR(R) SELECT(SM) AT A GLANCE -- KEY FEATURES FEE TABLE - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying and owning the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay if you purchase a Variable Immediate Annuity payout option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ----------------------------------------------------------------------------------------- Charges we deduct from your account value at the time you request certain transactions - ----------------------------------------------------------------------------------------- Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option) $350 - ----------------------------------------------------------------------------------------- The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the underlying trust portfolio fees and expenses. - ----------------------------------------------------------------------------------------- Charges we deduct from your account value on each contract date anniversary - ----------------------------------------------------------------------------------------- Maximum annual administrative charge(1) If your account value on a contract date anniversary is less than $50,000(2) $ 30 If your account value on a contract date anniversary is $50,000 or more $ 0 - ----------------------------------------------------------------------------------------- Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ----------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 1.10% Administrative 0.25% Distribution 0.35% ---- Total Separate account annual expenses 1.70% - ----------------------------------------------------------------------------------------- Charges we deduct from your account value each year if you elect any of the following optional benefits - ----------------------------------------------------------------------------------------- GUARANTEED MINIMUM DEATH BENEFIT CHARGE (calculated as a percentage of the applicable benefit base. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) Standard death benefit and GWBL Standard death benefit 0.00% Annual Ratchet to age 85 0.25% Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.65% GWBL Enhanced death benefit 0.30% - ----------------------------------------------------------------------------------------- PRINCIPAL GUARANTEE BENEFITS CHARGE (calculated as a percentage of the account value. Deducted annually(1) on each contract date anni- versary for which the benefit is in effect.) 100% Principal guarantee benefit 0.50% 125% Principal guarantee benefit 0.75% - ----------------------------------------------------------------------------------------- GUARANTEED MINIMUM INCOME BENEFIT CHARGE (calculated as a percentage of the applicable benefit base. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 0.65% - ----------------------------------------------------------------------------------------- EARNINGS ENHANCEMENT BENEFIT CHARGE (calculated as a percent- age of the account value. Deducted annually(1) on each contract date anniversary for which the benefit is in effect.) 0.35% - ----------------------------------------------------------------------------------------- FEE TABLE 11 - ------------------------------------------------------------------------------------------------------------------------------------ GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE (calcu- 0.60% for the Single Life option lated as a percentage of the GWBL benefit base. Deducted annually(1) 0.75% for the Joint Life option on each contract date anniversary.) If your GWBL benefit base ratchets, we reserve the right to increase 0.75% for the Single Life option your charge up to: 0.90% for the Joint Life option Please see "Guaranteed withdrawal benefit for life" in "Contract features and benefits" for more information about this feature, including its benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ NET LOAN INTEREST CHARGE -- ROLLOVER TSA CONTRACTS ONLY 2.00%(3) (calculated and deducted daily as a percentage of the outstanding loan amount) - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS - ------------------------------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ ------- other expenses)(4) 0.63% 3.15% This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - --------------------------------------------------------------------------------------------- Manage- ment 12b-1 Other Portfolio Name Fees(5) Fees(6) Expenses(7) - --------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - --------------------------------------------------------------------------------------------- AXA Aggressive Allocation 0.10% 0.25% 0.18% AXA Conservative Allocation 0.10% 0.25% 0.22% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% AXA Moderate Allocation 0.10% 0.25% 0.17% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% Multimanager Aggressive Equity* 0.61% 0.25% 0.19% Multimanager Core Bond* 0.59% 0.25% 0.18% Multimanager Health Care* 1.20% 0.25% 0.23% Multimanager High Yield* 0.58% 0.25% 0.18% Multimanager International Equity* 1.02% 0.25% 0.26% Multimanager Large Cap Core Equity* 0.90% 0.25% 0.20% Multimanager Large Cap Growth* 0.90% 0.25% 0.22% Multimanager Large Cap Value* 0.88% 0.25% 0.22% Multimanager Mid Cap Growth* 1.10% 0.25% 0.20% Multimanager Mid Cap Value* 1.10% 0.25% 0.21% Multimanager Technology* 1.20% 0.25% 0.23% - --------------------------------------------------------------------------------------------- EQ Advisors Trust: - --------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock 0.47% 0.25% 0.13% EQ/AllianceBernstein Growth and Income++ 0.56% 0.25% 0.12% EQ/AllianceBernstein Intermediate Government Securities 0.50% 0.25% 0.14% EQ/AllianceBernstein International 0.71% 0.25% 0.20% EQ/AllianceBernstein Large Cap Growth 0.90% 0.25% 0.11% EQ/AllianceBernstein Quality Bond 0.50% 0.25% 0.14% EQ/AllianceBernstein Small Cap Growth 0.74% 0.25% 0.13% EQ/AllianceBernstein Value 0.60% 0.25% 0.13% - --------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses ing Expense Expense (After Portfo- Limita- Reimburse- Expense Portfolio Name lios)(8) tions) ments(9) Limitations) - ----------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.85% 1.37% (0.17)% 1.20% Multimanager Aggressive Equity* -- 1.05% -- 1.05% Multimanager Core Bond* -- 1.02% (0.07)% 0.95% Multimanager Health Care* -- 1.68% 0.00% 1.68% Multimanager High Yield* -- 1.01% -- 1.01% Multimanager International Equity* -- 1.53% 0.00% 1.53% Multimanager Large Cap Core Equity* -- 1.35% 0.00% 1.35% Multimanager Large Cap Growth* -- 1.37% (0.02)% 1.35% Multimanager Large Cap Value* -- 1.35% 0.00% 1.35% Multimanager Mid Cap Growth* 0.01% 1.56% 0.00% 1.56% Multimanager Mid Cap Value* 0.03% 1.59% 0.00% 1.59% Multimanager Technology* -- 1.68% 0.00% 1.68% - ----------------------------------------------------------------------------------------------------------- EQ Advisors Trust: - ----------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock -- 0.85% -- 0.85% EQ/AllianceBernstein Growth and Income++ -- 0.93% -- 0.93% EQ/AllianceBernstein Intermediate Government Securities -- 0.89% -- 0.89% EQ/AllianceBernstein International -- 1.16% (0.06)% 1.10% EQ/AllianceBernstein Large Cap Growth -- 1.26% (0.21)% 1.05% EQ/AllianceBernstein Quality Bond -- 0.89% -- 0.89% EQ/AllianceBernstein Small Cap Growth -- 1.12% -- 1.12% EQ/AllianceBernstein Value -- 0.98% (0.03)% 0.95% - ----------------------------------------------------------------------------------------------------------- 12 Fee table This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Fund Total Fees and Annual Net Total Expenses Expenses Fee Waiv- Annual (Underly- (Before ers and/or Expenses Manage- ing Expense Expense (After ment 12b-1 Other Portfo- Limita- Reimburse- Expense Portfolio Name Fees(5) Fees(6) Expenses(7) lios)(8) tions) ments(9) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Ariel Appreciation II 0.75% 0.25% 0.51% -- 1.51% (0.36)% 1.15% EQ/AXA Rosenberg Value Long/Short Equity 1.40% 0.25% 1.44% -- 3.09% (1.10)% 1.99% EQ/BlackRock Basic Value Equity* 0.55% 0.25% 0.14% -- 0.94% 0.00% 0.94% EQ/BlackRock International Value* 0.82% 0.25% 0.21% -- 1.28% (0.03)% 1.25% EQ/Boston Advisors Equity Income 0.75% 0.25% 0.15% -- 1.15% (0.10)% 1.05% EQ/Calvert Socially Responsible 0.65% 0.25% 0.25% -- 1.15% (0.10)% 1.05% EQ/Capital Guardian Growth 0.65% 0.25% 0.16% -- 1.06% (0.11)% 0.95% EQ/Capital Guardian International+ 0.83% 0.25% 0.21% -- 1.29% (0.09)% 1.20% EQ/Capital Guardian Research 0.65% 0.25% 0.13% -- 1.03% (0.08)% 0.95% EQ/Capital Guardian U.S. Equity++ 0.64% 0.25% 0.14% -- 1.03% (0.08)% 0.95% EQ/Caywood-Scholl High Yield Bond 0.60% 0.25% 0.18% -- 1.03% (0.03)% 1.00% EQ/Davis New York Venture 0.85% 0.25% 0.74% -- 1.84% (0.54)% 1.30% EQ/Equity 500 Index 0.25% 0.25% 0.13% -- 0.63% -- 0.63% EQ/Evergreen International Bond 0.70% 0.25% 0.23% -- 1.18% (0.03)% 1.15% EQ/Evergreen Omega 0.65% 0.25% 0.21% -- 1.11% 0.00% 1.11% EQ/FI Mid Cap 0.68% 0.25% 0.15% -- 1.08% (0.08)% 1.00% EQ/FI Mid Cap Value+ 0.73% 0.25% 0.13% -- 1.11% (0.01)% 1.10% EQ/Franklin Income 0.90% 0.25% 0.38% -- 1.53% (0.23)% 1.30% EQ/Franklin Small Cap Value 0.90% 0.25% 2.00% -- 3.15% (1.85)% 1.30% EQ/Franklin Templeton Founding Strategy** 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% EQ/GAMCO Mergers and Acquisitions 0.90% 0.25% 0.33% -- 1.48% (0.03)% 1.45% EQ/GAMCO Small Company Value 0.78% 0.25% 0.14% -- 1.17% 0.00% 1.17% EQ/International Growth 0.85% 0.25% 0.35% -- 1.45% 0.00% 1.45% EQ/Janus Large Cap Growth++ 0.90% 0.25% 0.15% -- 1.30% (0.15)% 1.15% EQ/JPMorgan Core Bond 0.44% 0.25% 0.15% -- 0.84% 0.00% 0.84% EQ/JPMorgan Value Opportunities 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Legg Mason Value Equity 0.65% 0.25% 0.22% -- 1.12% (0.12)% 1.00% EQ/Long Term Bond 0.43% 0.25% 0.15% -- 0.83% 0.00% 0.83% EQ/Lord Abbett Growth and Income 0.65% 0.25% 0.26% -- 1.16% (0.16)% 1.00% EQ/Lord Abbett Large Cap Core 0.65% 0.25% 0.41% -- 1.31% (0.31)% 1.00% EQ/Lord Abbett Mid Cap Value 0.70% 0.25% 0.18% -- 1.13% (0.08)% 1.05% EQ/Marsico Focus 0.85% 0.25% 0.13% -- 1.23% (0.08)% 1.15% EQ/MFS Emerging Growth Companies+ 0.65% 0.25% 0.15% -- 1.05% -- 1.05% EQ/MFS Investors Trust+ 0.60% 0.25% 0.16% -- 1.01% (0.06)% 0.95% EQ/Money Market 0.33% 0.25% 0.14% -- 0.72% -- 0.72% EQ/Montag & Caldwell Growth 0.75% 0.25% 0.16% -- 1.16% (0.01)% 1.15% EQ/Mutual Shares 0.90% 0.25% 0.50% -- 1.65% (0.35)% 1.30% EQ/Oppenheimer Global 0.95% 0.25% 1.30% 0.01% 2.51% (1.15)% 1.36% EQ/Oppenheimer Main Street Opportunity 0.85% 0.25% 1.58% -- 2.68% (1.38)% 1.30% EQ/Oppenheimer Main Street Small Cap 0.90% 0.25% 1.48% -- 2.63% (1.33)% 1.30% EQ/PIMCO Real Return 0.55% 0.25% 0.18% -- 0.98% (0.08)% 0.90% EQ/Short Duration Bond 0.43% 0.25% 0.14% -- 0.82% 0.00% 0.82% EQ/Small Cap Value+ 0.73% 0.25% 0.15% -- 1.13% (0.03)% 1.10% EQ/Small Company Growth+ 1.00% 0.25% 0.17% -- 1.42% (0.12)% 1.30% EQ/Small Company Index 0.25% 0.25% 0.16% 0.01% 0.67% 0.00% 0.67% EQ/TCW Equity++ 0.80% 0.25% 0.16% -- 1.21% (0.06)% 1.15% EQ/Templeton Growth 0.95% 0.25% 0.64% -- 1.84% (0.49)% 1.35% EQ/UBS Growth and Income 0.75% 0.25% 0.17% -- 1.17% (0.12)% 1.05% EQ/Van Kampen Comstock 0.65% 0.25% 0.19% -- 1.09% (0.09)% 1.00% EQ/Van Kampen Emerging Markets Equity 1.12% 0.25% 0.40% -- 1.77% 0.00% 1.77% EQ/Van Kampen Mid Cap Growth 0.70% 0.25% 0.23% -- 1.18% (0.13)% 1.05% EQ/Wells Fargo Montgomery Small Cap++ 0.85% 0.25% 0.41% -- 1.51% (0.21)% 1.30% - --------------------------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc.: - --------------------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II++ 0.74% 0.35% 0.27% -- 1.36% (0.10)% 1.26% - --------------------------------------------------------------------------------------------------------------------------------- * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. FEE TABLE 13 ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. Notes: (1) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (2) During the first two contract years this charge, if applicable, is equal to the lesser of $30 or 2% of your account value. Thereafter, if applicable, the charge is $30 for each contract year. (3) We charge interest on loans under Rollover TSA contracts but also credit you interest on your loan reserve account. Our net loan interest charge is determined by the excess between the interest rate we charge over the interest rate we credit. See "Loans under Rollover TSA contracts" later in this Prospectus for more information on how the loan interest is calculated and for restrictions that may apply. (4) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2006 and for the underlying portfolios. (5) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's Shareholders. See footnote (9) for any expense limitation agreement information. (6) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. (7) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (9) for any expense limitation agreement information. (8) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. A "--" indicates that the listed portfolio does not invest in underlying portfolios. (9) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. A "--" indicates that there is no expense limitation in effect. "0.00%" indicates that the expense limitation arrangement did not result in a fee waiver or reimbursement. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures, expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. Morgan Stanley Investment Management Inc., which does business in certain instances as "Van Kampen," is the manager of The Universal Institutional Funds, Inc. -- U.S. Real Estate Portfolio -- Class II and has voluntarily agreed to reduce its management fee and/or reimburse the Portfolio so that total annual operating expenses of the Portfolio (exclusive of investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed) are not more than specified amounts. Additionally, the distributor of The Universal Institutional Funds, Inc. has agreed to waive a portion of the 12b-1 fee for Class II shares. Van Kampen and/or the fund's distributor reserves the right to terminate any waiver and/or reimbursement at any time without notice. See the prospectus for each applicable underlying Trust for more information about the arrangements. In addition, a portion of the brokerage commissions of certain Portfolios of AXA Premier VIP Trust and EQ Advisors Trust is used to reduce the applicable Portfolio's expenses. If the above table reflected both the expense limitation arrangements plus the portion of the brokerage commissions used to reduce portfolio expenses, the net expenses would be as shown in the table below: - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- Multimanager Aggressive Equity 1.03% Multimanager Health Care 1.63% Multimanager International Equity 1.52% Multimanager Large Cap Core Equity 1.33% Multimanager Large Cap Growth 1.33% Multimanager Large Cap Value 1.31% Multimanager Mid Cap Growth 1.52% Multimanager Mid Cap Value 1.58% Multimanager Technology 1.64% EQ/AllianceBernstein Common Stock 0.83% EQ/AllianceBernstein Growth and Income 0.92% EQ/AllianceBernstein Large Cap Growth 1.03% EQ/AllianceBernstein Small Cap Growth 1.11% EQ/AllianceBernstein Value 0.94% EQ/Ariel Appreciation II 1.01% EQ/BlackRock Basic Value Equity 0.93% EQ/Capital Guardian Growth 0.94% EQ/Capital Guardian Research 0.94% EQ/Capital Guardian U.S. Equity 0.94% EQ/Davis New York Venture 1.27% EQ/Evergreen Omega 1.05% EQ/FI Mid Cap 0.97% EQ/FI Mid Cap Value 1.09% EQ/GAMCO Mergers and Acquisitions 1.37% EQ/GAMCO Small Company Value 1.16% EQ/Janus Large Cap Growth 1.14% EQ/Legg Mason Value Equity 0.97% EQ/Lord Abbett Growth and Income 0.99% EQ/Lord Abbett Large Cap Core 0.99% EQ/Marsico Focus 1.14% EQ/MFS Emerging Growth Companies 1.03% - -------------------------------------------------------------------------------- 14 Fee table - -------------------------------------------------------------------------------- Portfolio Name - -------------------------------------------------------------------------------- EQ/MFS Investors Trust 0.94% EQ/Montag & Caldwell Growth 1.13% EQ/Mutual Shares 1.30% EQ/Small Cap Value 1.02% EQ/UBS Growth and Income 1.03% EQ/Van Kampen Comstock 0.99% EQ/Van Kampen Emerging Markets Equity 1.75% EQ/Van Kampen Mid Cap Growth 1.01% EQ/Wells Fargo Montgomery Small Cap 1.20% - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner (who has elected the enhanced death benefit that provides for the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85 and the Earnings enhancement benefit with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit) would pay in the situations illustrated. Each value in the expense example was calculated with the Guaranteed minimum income benefit except for the AXA Moderate Allocation portfolio. The AXA Moderate Allocation portfolio is calculated with either the Guaranteed minimum income benefit or the 125% Principal guarantee benefit depending on which benefit yielded the higher expenses. The example uses an average annual administrative charge based on the charges paid in 2006, which results in an estimated administrative charge of .006% of contract value. The fixed maturity options, guaranteed interest option and the 12 month dollar cost averaging program are not covered by the example. However, the annual administrative charge, the charge for any optional benefits and the charge if you elect a Variable Immediate Annuity payout option do apply to the fixed maturity options, guaranteed interest option and the 12 month dollar cost averaging program. A market value adjustment (up or down) may apply as a result of a withdrawal, transfer, or surrender of amounts from a fixed maturity option. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. Other than the administrative charge (which is described immediately above), the example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: FEE TABLE 15 - ------------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation N/A $ 1,889.00 $ 2,957.00 $ 5,787.00 AXA Conservative Allocation N/A $ 1,828.00 $ 2,860.00 $ 5,614.00 AXA Conservative-Plus Allocation N/A $ 1,831.00 $ 2,865.00 $ 5,623.00 AXA Moderate Allocation N/A $ 1,862.00 $ 2,892.00 $ 5,666.00 AXA Moderate-Plus Allocation N/A $ 1,868.00 $ 2,923.00 $ 5,727.00 Multimanager Aggressive Equity* N/A $ 1,770.00 $ 2,767.00 $ 5,446.00 Multimanager Core Bond* N/A $ 1,761.00 $ 2,752.00 $ 5,419.00 Multimanager Health Care* N/A $ 1,962.00 $ 3,073.00 $ 5,990.00 Multimanager High Yield* N/A $ 1,758.00 $ 2,747.00 $ 5,410.00 Multimanager International Equity* N/A $ 1,916.00 $ 3,001.00 $ 5,864.00 Multimanager Large Cap Core Equity* N/A $ 1,862.00 $ 2,913.00 $ 5,710.00 Multimanager Large Cap Growth* N/A $ 1,868.00 $ 2,923.00 $ 5,727.00 Multimanager Large Cap Value* N/A $ 1,862.00 $ 2,913.00 $ 5,710.00 Multimanager Mid Cap Growth* N/A $ 1,925.00 $ 3,015.00 $ 5,889.00 Multimanager Mid Cap Value* N/A $ 1,934.00 $ 3,030.00 $ 5,915.00 Multimanager Technology* N/A $ 1,962.00 $ 3,073.00 $ 5,990.00 - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock N/A $ 1,709.00 $ 2,667.00 $ 5,265.00 EQ/AllianceBernstein Growth and Income++ N/A $ 1,734.00 $ 2,707.00 $ 5,338.00 EQ/AllianceBernstein Intermediate Government Securities N/A $ 1,721.00 $ 2,687.00 $ 5,302.00 EQ/AllianceBernstein International N/A $ 1,804.00 $ 2,821.00 $ 5,544.00 EQ/AllianceBernstein Large Cap Growth N/A $ 1,834.00 $ 2,870.00 $ 5,631.00 EQ/AllianceBernstein Quality Bond N/A $ 1,721.00 $ 2,687.00 $ 5,302.00 EQ/AllianceBernstein Small Cap Growth N/A $ 1,792.00 $ 2,801.00 $ 5,508.00 EQ/AllianceBernstein Value N/A $ 1,749.00 $ 2,732.00 $ 5,383.00 EQ/Ariel Appreciation II N/A $ 1,910.00 $ 2,991.00 $ 5,847.00 EQ/AXA Rosenberg Value Long/Short Equity N/A $ 2,380.00 $ 3,728.00 $ 7,082.00 EQ/BlackRock Basic Value Equity* N/A $ 1,737.00 $ 2,712.00 $ 5,347.00 EQ/BlackRock International Value* N/A $ 1,840.00 $ 2,879.00 $ 5,649.00 EQ/Boston Advisors Equity Income N/A $ 1,801.00 $ 2,816.00 $ 5,535.00 EQ/Calvert Socially Responsible N/A $ 1,801.00 $ 2,816.00 $ 5,535.00 EQ/Capital Guardian Growth N/A $ 1,773.00 $ 2,771.00 $ 5,455.00 EQ/Capital Guardian International+ N/A $ 1,843.00 $ 2,884.00 $ 5,658.00 EQ/Capital Guardian Research N/A $ 1,764.00 $ 2,757.00 $ 5,428.00 EQ/Capital Guardian U.S. Equity++ N/A $ 1,764.00 $ 2,757.00 $ 5,428.00 EQ/Caywood-Scholl High Yield Bond N/A $ 1,764.00 $ 2,757.00 $ 5,428.00 EQ/Davis New York Venture N/A $ 2,010.00 $ 3,149.00 $ 6,123.00 EQ/Equity 500 Index N/A $ 1,641.00 $ 2,558.00 $ 5,062.00 EQ/Evergreen International Bond N/A $ 1,810.00 $ 2,830.00 $ 5,561.00 EQ/Evergreen Omega N/A $ 1,789.00 $ 2,796.00 $ 5,499.00 EQ/FI Mid Cap N/A $ 1,779.00 $ 2,781.00 $ 5,473.00 EQ/FI Mid Cap Value+ N/A $ 1,789.00 $ 2,796.00 $ 5,499.00 EQ/Franklin Income N/A $ 1,916.00 $ 3,001.00 $ 5,864.00 EQ/Franklin Small Cap Value N/A $ 2,398.00 $ 3,755.00 $ 7,124.00 EQ/Franklin Templeton Founding Strategy** N/A $ 1,931.00 $ 3,025.00 $ 5,906.00 EQ/GAMCO Mergers and Acquisitions N/A $ 1,901.00 $ 2,976.00 $ 5,821.00 EQ/GAMCO Small Company Value N/A $ 1,807.00 $ 2,826.00 $ 5,552.00 EQ/International Growth N/A $ 1,892.00 $ 2,962.00 $ 5,796.00 EQ/Janus Large Cap Growth++ N/A $ 1,847.00 $ 2,889.00 $ 5,666.00 EQ/JPMorgan Core Bond N/A $ 1,706.00 $ 2,663.00 $ 5,256.00 EQ/JPMorgan Value Opportunities N/A $ 1,758.00 $ 2,747.00 $ 5,410.00 EQ/Legg Mason Value Equity N/A $ 1,792.00 $ 2,801.00 $ 5,508.00 EQ/Long Term Bond N/A $ 1,703.00 $ 2,658.00 $ 5,247.00 EQ/Lord Abbett Growth and Income N/A $ 1,804.00 $ 2,821.00 $ 5,544.00 EQ/Lord Abbett Large Cap Core N/A $ 1,850.00 $ 2,894.00 $ 5,675.00 EQ/Lord Abbett Mid Cap Value N/A $ 1,795.00 $ 2,806.00 $ 5,517.00 EQ/Marsico Focus N/A $ 1,825.00 $ 2,855.00 $ 5,605.00 EQ/MFS Emerging Growth Companies+ N/A $ 1,770.00 $ 2,767.00 $ 5,446.00 - ------------------------------------------------------------------------------------------------------ If you surrender or do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation $ 505.00 $ 1,539.00 $ 2,607.00 $ 5,437.00 AXA Conservative Allocation $ 484.00 $ 1,478.00 $ 2,510.00 $ 5,264.00 AXA Conservative-Plus Allocation $ 485.00 $ 1,481.00 $ 2,515.00 $ 5,273.00 AXA Moderate Allocation $ 500.00 $ 1,512.00 $ 2,542.00 $ 5,316.00 AXA Moderate-Plus Allocation $ 498.00 $ 1,518.00 $ 2,573.00 $ 5,377.00 Multimanager Aggressive Equity* $ 464.00 $ 1,420.00 $ 2,417.00 $ 5,096.00 Multimanager Core Bond* $ 461.00 $ 1,411.00 $ 2,402.00 $ 5,069.00 Multimanager Health Care* $ 530.00 $ 1,612.00 $ 2,723.00 $ 5,640.00 Multimanager High Yield* $ 460.00 $ 1,408.00 $ 2,397.00 $ 5,060.00 Multimanager International Equity* $ 514.00 $ 1,566.00 $ 2,651.00 $ 5,514.00 Multimanager Large Cap Core Equity* $ 495.00 $ 1,512.00 $ 2,563.00 $ 5,360.00 Multimanager Large Cap Growth* $ 498.00 $ 1,518.00 $ 2,573.00 $ 5,377.00 Multimanager Large Cap Value* $ 495.00 $ 1,512.00 $ 2,563.00 $ 5,360.00 Multimanager Mid Cap Growth* $ 517.00 $ 1,575.00 $ 2,665.00 $ 5,539.00 Multimanager Mid Cap Value* $ 521.00 $ 1,584.00 $ 2,680.00 $ 5,565.00 Multimanager Technology* $ 530.00 $ 1,612.00 $ 2,723.00 $ 5,640.00 - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Common Stock $ 443.00 $ 1,359.00 $ 2,317.00 $ 4,915.00 EQ/AllianceBernstein Growth and Income++ $ 451.00 $ 1,384.00 $ 2,357.00 $ 4,988.00 EQ/AllianceBernstein Intermediate Government Securities $ 447.00 $ 1,371.00 $ 2,337.00 $ 4,952.00 EQ/AllianceBernstein International $ 475.00 $ 1,454.00 $ 2,471.00 $ 5,194.00 EQ/AllianceBernstein Large Cap Growth $ 486.00 $ 1,484.00 $ 2,520.00 $ 5,281.00 EQ/AllianceBernstein Quality Bond $ 447.00 $ 1,371.00 $ 2,337.00 $ 4,952.00 EQ/AllianceBernstein Small Cap Growth $ 471.00 $ 1,442.00 $ 2,451.00 $ 5,158.00 EQ/AllianceBernstein Value $ 457.00 $ 1,399.00 $ 2,382.00 $ 5,033.00 EQ/Ariel Appreciation II $ 512.00 $ 1,560.00 $ 2,641.00 $ 5,497.00 EQ/AXA Rosenberg Value Long/Short Equity $ 678.00 $ 2,030.00 $ 3,378.00 $ 6,732.00 EQ/BlackRock Basic Value Equity* $ 452.00 $ 1,387.00 $ 2,362.00 $ 4,997.00 EQ/BlackRock International Value* $ 488.00 $ 1,490.00 $ 2,529.00 $ 5,299.00 EQ/Boston Advisors Equity Income $ 474.00 $ 1,451.00 $ 2,466.00 $ 5,185.00 EQ/Calvert Socially Responsible $ 474.00 $ 1,451.00 $ 2,466.00 $ 5,185.00 EQ/Capital Guardian Growth $ 465.00 $ 1,423.00 $ 2,421.00 $ 5,105.00 EQ/Capital Guardian International+ $ 489.00 $ 1,493.00 $ 2,534.00 $ 5,308.00 EQ/Capital Guardian Research $ 462.00 $ 1,414.00 $ 2,407.00 $ 5,078.00 EQ/Capital Guardian U.S. Equity++ $ 462.00 $ 1,414.00 $ 2,407.00 $ 5,078.00 EQ/Caywood-Scholl High Yield Bond $ 462.00 $ 1,414.00 $ 2,407.00 $ 5,078.00 EQ/Davis New York Venture $ 547.00 $ 1,660.00 $ 2,799.00 $ 5,773.00 EQ/Equity 500 Index $ 420.00 $ 1,291.00 $ 2,208.00 $ 4,712.00 EQ/Evergreen International Bond $ 478.00 $ 1,460.00 $ 2,480.00 $ 5,211.00 EQ/Evergreen Omega $ 470.00 $ 1,439.00 $ 2,446.00 $ 5,149.00 EQ/FI Mid Cap $ 467.00 $ 1,429.00 $ 2,431.00 $ 5,123.00 EQ/FI Mid Cap Value+ $ 470.00 $ 1,439.00 $ 2,446.00 $ 5,149.00 EQ/Franklin Income $ 514.00 $ 1,566.00 $ 2,651.00 $ 5,514.00 EQ/Franklin Small Cap Value $ 684.00 $ 2,048.00 $ 3,405.00 $ 6,774.00 EQ/Franklin Templeton Founding Strategy** $ 520.00 $ 1,581.00 $ 2,675.00 $ 5,556.00 EQ/GAMCO Mergers and Acquisitions $ 509.00 $ 1,551.00 $ 2,626.00 $ 5,471.00 EQ/GAMCO Small Company Value $ 477.00 $ 1,457.00 $ 2,476.00 $ 5,202.00 EQ/International Growth $ 506.00 $ 1,542.00 $ 2,612.00 $ 5,446.00 EQ/Janus Large Cap Growth++ $ 490.00 $ 1,497.00 $ 2,539.00 $ 5,316.00 EQ/JPMorgan Core Bond $ 442.00 $ 1,356.00 $ 2,313.00 $ 4,906.00 EQ/JPMorgan Value Opportunities $ 460.00 $ 1,408.00 $ 2,397.00 $ 5,060.00 EQ/Legg Mason Value Equity $ 471.00 $ 1,442.00 $ 2,451.00 $ 5,158.00 EQ/Long Term Bond $ 441.00 $ 1,353.00 $ 2,308.00 $ 4,897.00 EQ/Lord Abbett Growth and Income $ 475.00 $ 1,454.00 $ 2,471.00 $ 5,194.00 EQ/Lord Abbett Large Cap Core $ 491.00 $ 1,500.00 $ 2,544.00 $ 5,325.00 EQ/Lord Abbett Mid Cap Value $ 472.00 $ 1,445.00 $ 2,456.00 $ 5,167.00 EQ/Marsico Focus $ 483.00 $ 1,475.00 $ 2,505.00 $ 5,255.00 EQ/MFS Emerging Growth Companies+ $ 464.00 $ 1,420.00 $ 2,417.00 $ 5,096.00 - ------------------------------------------------------------------------------------------------------ 16 FEE TABLE - ------------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust+ N/A $ 1,758.00 $ 2,747.00 $ 5,410.00 EQ/Money Market N/A $ 1,669.00 $ 2,603.00 $ 5,146.00 EQ/Montag & Caldwell Growth N/A $ 1,804.00 $ 2,821.00 $ 5,544.00 EQ/Mutual Shares N/A $ 1,953.00 $ 3,058.00 $ 5,965.00 EQ/Oppenheimer Global N/A $ 2,210.00 $ 3,463.00 $ 6,653.00 EQ/Oppenheimer Main Street Opportunity N/A $ 2,260.00 $ 3,542.00 $ 6,781.00 EQ/Oppenheimer Main Street Small Cap N/A $ 2,245.00 $ 3,519.00 $ 6,744.00 EQ/PIMCO Real Return N/A $ 1,749.00 $ 2,732.00 $ 5,383.00 EQ/Short Duration Bond N/A $ 1,700.00 $ 2,653.00 $ 5,238.00 EQ/Small Cap Value+ N/A $ 1,795.00 $ 2,806.00 $ 5,517.00 EQ/Small Company Growth+ N/A $ 1,883.00 $ 2,947.00 $ 5,770.00 EQ/Small Company Index N/A $ 1,654.00 $ 2,578.00 $ 5,099.00 EQ/TCW Equity++ N/A $ 1,819.00 $ 2,845.00 $ 5,588.00 EQ/Templeton Growth N/A $ 2,010.00 $ 3,149.00 $ 6,123.00 EQ/UBS Growth and Income N/A $ 1,807.00 $ 2,826.00 $ 5,552.00 EQ/Van Kampen Comstock N/A $ 1,783.00 $ 2,786.00 $ 5,481.00 EQ/Van Kampen Emerging Markets Equity N/A $ 1,989.00 $ 3,116.00 $ 6,065.00 EQ/Van Kampen Mid Cap Growth N/A $ 1,810.00 $ 2,830.00 $ 5,561.00 EQ/Wells Fargo Montgomery Small Cap++ N/A $ 1,910.00 $ 2,991.00 $ 5,847.00 - ------------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ N/A $ 1,865.00 $ 2,918.00 $ 5,718.00 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ If you surrender or do not surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------ Portfolio Name 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------ EQ/MFS Investors Trust+ $ 460.00 $ 1,408.00 $ 2,397.00 $ 5,060.00 EQ/Money Market $ 429.00 $ 1,319.00 $ 2,253.00 $ 4,796.00 EQ/Montag & Caldwell Growth $ 475.00 $ 1,454.00 $ 2,471.00 $ 5,194.00 EQ/Mutual Shares $ 527.00 $ 1,603.00 $ 2,708.00 $ 5,615.00 EQ/Oppenheimer Global $ 617.00 $ 1,860.00 $ 3,113.00 $ 6,303.00 EQ/Oppenheimer Main Street Opportunity $ 635.00 $ 1,910.00 $ 3,192.00 $ 6,431.00 EQ/Oppenheimer Main Street Small Cap $ 630.00 $ 1,895.00 $ 3,169.00 $ 6,394.00 EQ/PIMCO Real Return $ 457.00 $ 1,399.00 $ 2,382.00 $ 5,033.00 EQ/Short Duration Bond $ 440.00 $ 1,350.00 $ 2,303.00 $ 4,888.00 EQ/Small Cap Value+ $ 472.00 $ 1,445.00 $ 2,456.00 $ 5,167.00 EQ/Small Company Growth+ $ 503.00 $ 1,533.00 $ 2,597.00 $ 5,420.00 EQ/Small Company Index $ 424.00 $ 1,304.00 $ 2,228.00 $ 4,749.00 EQ/TCW Equity++ $ 481.00 $ 1,469.00 $ 2,495.00 $ 5,238.00 EQ/Templeton Growth $ 547.00 $ 1,660.00 $ 2,799.00 $ 5,773.00 EQ/UBS Growth and Income $ 477.00 $ 1,457.00 $ 2,476.00 $ 5,202.00 EQ/Van Kampen Comstock $ 468.00 $ 1,433.00 $ 2,436.00 $ 5,131.00 EQ/Van Kampen Emerging Markets Equity $ 540.00 $ 1,639.00 $ 2,766.00 $ 5,715.00 EQ/Van Kampen Mid Cap Growth $ 478.00 $ 1,460.00 $ 2,480.00 $ 5,211.00 EQ/Wells Fargo Montgomery Small Cap++ $ 512.00 $ 1,560.00 $ 2,641.00 $ 5,497.00 - ------------------------------------------------------------------------------------------------------ THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: - ------------------------------------------------------------------------------------------------------ U.S. Real Estate -- Class II++ $ 496.00 $ 1,515.00 $ 2,568.00 $ 5,368.00 - ------------------------------------------------------------------------------------------------------ * This is the investment option's new name effective on or about May 29, 2007, subject to regulatory approval. Please see "Portfolios of the Trusts" in "Contract features and benefits" later in this Prospectus for the investment option's former name. ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. For information on how your contract works under certain hypothetical circumstances, please see Appendix IV at the end of this Prospectus. FEE TABLE 17 CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. 18 FEE TABLE 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum initial contribution of $25,000 for you to purchase a contract. You may make additional contributions of at least $500 each for NQ and Rollover TSA contracts and $50 for Rollover IRA and Roth Conversion contracts and $1000 for Inherited IRA contracts, subject to limitations noted below. The following table summarizes our rules regarding contributions to your contract. Both the owner and the annuitant named in the contract must meet the issue age requirements shown in the table, and contributions are based on the age of the older of the original owner and annuitant. We may refuse to accept any contribution if the sum of all contributions under all Accumulator(R) series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for owners or annuitants who are age 81 and older at contract issue unless you elect GWBL). We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these contribution limitations based on certain criteria, including benefits that have been elected, issue age, the total amount of contributions, variable investment option allocations and selling broker-dealer compensation. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. - -------------------------------------------------------------------------------- THE "OWNER" IS THE PERSON WHO IS THE NAMED OWNER IN THE CONTRACT AND, IF AN INDIVIDUAL, IS THE MEASURING LIFE FOR DETERMINING CONTRACT BENEFITS. THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING THE CONTRACT'S MATURITY DATE. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER. WHERE THE OWNER OF A CONTRACT IS NON-NATURAL, THE ANNUITANT IS THE MEASURING LIFE FOR DETERMINING CONTRACT BENEFITS. - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- Available Contract for owner and Minimum Limitations on type annuitant ages contributions Source of contributions contributions+ - ---------------------------------------------------------------------------------------------------------------------------------- NQ 0 through 85 o $25,000 (initial) o After-tax money. o No additional contributions o $500 (additional) after attainment of age 86 o $100 monthly and $300 o Paid to us by check or or, if later, the first contract quarterly under our auto- transfer of contract value date anniversary.* matic investment program in a tax-deferred exchange (additional) under Section 1035 of the Internal Revenue Code. - ---------------------------------------------------------------------------------------------------------------------------------- CONTRACT FEATURES AND BENEFITS 19 - -------------------------------------------------------------------------------- Available Contract for owner and Minimum type annuitant ages contributions - -------------------------------------------------------------------------------- Rollover IRA 20 through 85 o $25,000 (initial) o $50 (additional) - -------------------------------------------------------------------------------- Contract Limitations on type Source of contributions contributions+ - -------------------------------------------------------------------------------- Rollover IRA o Eligible rollover distribu- o No rollover or direct transfer tions from TSA contracts or contributions after attain- other 403(b) arrangements, ment of age 86 or, if later, qualified plans, and govern- the first contract date anni- mental employer 457(b) versary.* plans. o Contributions after age 70-1/2 o Rollovers from another must be net of required traditional individual minimum distributions. retirement arrangement. o Although we accept regular o Direct custodian-to- IRA contributions (limited to custodian transfers from $4,000 for 2007 and another traditional indi- $5,000 for 2008) under the vidual retirement Rollover IRA contracts, we arrangement. intend that this contract be used primarily for rollover o Regular IRA contributions. and direct transfer contributions. o Additional "catch-up" con- tributions. o Additional catch-up contri- butions of up to $1000 per calendar year where the owner is at least age 50 but under age 70-1/2 at any time during the calendar year for which the contribution is made. - -------------------------------------------------------------------------------- 20 CONTRACT FEATURES AND BENEFITS - -------------------------------------------------------------------------------- Available Contract for owner and Minimum type annuitant ages contributions - -------------------------------------------------------------------------------- Roth Conversion 20 through 85 o $25,000 (initial) IRA o $50 (additional) - -------------------------------------------------------------------------------- Inherited IRA 0-70 o $25,000 (initial) Beneficiary Continuation o $1,000 (additional) Contract (traditional IRA or Roth IRA) - -------------------------------------------------------------------------------- Contract Limitations on type Source of contributions contributions+ - -------------------------------------------------------------------------------- Roth Conversion o Rollovers from another o No additional rollover or IRA Roth IRA. direct transfer contributions after attainment of age 86 o Rollovers from a "desig- or, if later, the first nated Roth contribution contract date anniversary.* account" under a 401(k) plan or 403(b) o Conversion rollovers after arrangement. age 70-1/2 must be net of required minimum distribu- o Conversion rollovers from a tions for the traditional IRA traditional IRA. you are rolling over. o Direct transfers from another Roth IRA. o You cannot roll over funds from a traditional IRA if your adjusted gross income is o Regular Roth IRA $100,000 or more. contributions. o Additional catch-up contri- o Although we accept regular butions. Roth IRA contributions (lim- ited to $4,000 for 2007 and $5,000 for 2008) under the Roth IRA contracts, we intend that this contract be used primarily for rollover and direct transfer contributions. o Additional catch-up contri- butions of up to $1,000 per calendar year where the owner is at least age 50 at any time during the calendar year for which the contribu- tion is made. - -------------------------------------------------------------------------------- Inherited IRA o Direct custodian-to- o Any additional contributions Beneficiary custodian transfers of your must be from the same type Continuation interest as a death benefi- of IRA of the same deceased Contract ciary of the deceased owner. (traditional IRA owner's traditional indi- or Roth IRA) vidual retirement o Non-spousal beneficiary arrangement or Roth IRA to direct rollover contribu- an IRA of the same type. tions from qualified plans, 403(b) arrangements and governmental employer 457(b) plans may be made to a traditional Inherited IRA contract under specified circumstances. CONTRACT FEATURES AND BENEFITS 21 - -------------------------------------------------------------------------------- Available Contract for owner and Minimum type annuitant ages contributions - -------------------------------------------------------------------------------- Rollover TSA 20 through 85 o $25,000 (initial) o $500 (additional) - -------------------------------------------------------------------------------- Contract Limitations on type Source of contributions contributions+ - -------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax o No additional rollover or funds from another contract direct transfer contributions or arrangement under Sec- after attainment of age 86 tion 403(b) of the Internal or, if later, the first contract Revenue Code, complying date anniversary.* with IRS Revenue Ruling 90-24. o Rollover or direct transfer contributions after age 70-1/2 o Eligible rollover distribu- must be net of any required tions of pre-tax funds from minimum distributions. other 403(b) plans. Subse- quent contributions may o We do not accept employer- also be rollovers from quali- remitted contributions. fied plans, governmental employer 457(b) plans and traditional IRAs. + Additional contributions may not be permitted under certain conditions in your state. Please see Appendix VI later in the Prospectus to see if additional contributions are permitted in your state. If you are participating in a Principal guarantee benefit, contributions will only be permitted for the first six months after the contract is issued and no further contributions will be permitted for the life of the contract. For the Guaranteed withdrawal benefit for life option, additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. * Please see Appendix VI later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 22 CONTRACT FEATURES AND BENEFITS OWNER AND ANNUITANT REQUIREMENTS Under NQ contracts, the annuitant can be different from the owner. We do not permit partnerships or limited liability corporations to be owners. We also reserve the right to prohibit availability of this contract to other non-natural owners. Only natural persons can be joint owners. In general, we will not permit a contract to be owned by a minor unless it is pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act in your state. For the Spousal continuation feature to apply, the spouses must either be joint owners, or, for Single life contracts, the surviving spouse must be the sole primary beneficiary. Under all IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. See Inherited IRA beneficiary continuation contract later in this section for Inherited IRA owner and annuitant requirements. Certain benefits under your contract, as described later in this Prospectus, are based on the age of the owner. If the owner of the contract is not a natural person, these benefits will be based on the age of the annuitant. We do not permit joint annuitants unless you elect the Guaranteed withdrawal benefit for life on a Joint life basis and the contract is owned by a non-natural owner. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. Additional contributions may also be made under our automatic investment program. These methods of payment are discussed in detail in "More information" later in this Prospectus. - -------------------------------------------------------------------------------- THE "CONTRACT DATE" IS THE EFFECTIVE DATE OF A CONTRACT. THIS USUALLY IS THE BUSINESS DAY WE RECEIVE THE PROPERLY COMPLETED AND SIGNED APPLICATION, ALONG WITH ANY OTHER REQUIRED DOCUMENTS, AND YOUR INITIAL CONTRIBUTION. YOUR CONTRACT DATE WILL BE SHOWN IN YOUR CONTRACT. THE 12-MONTH PERIOD BEGINNING ON YOUR CONTRACT DATE AND EACH 12-MONTH PERIOD AFTER THAT DATE IS A "CONTRACT YEAR." THE END OF EACH 12-MONTH PERIOD IS YOUR "CONTRACT DATE ANNIVERSARY." FOR EXAMPLE, IF YOUR CONTRACT DATE IS MAY 1, YOUR CONTRACT DATE ANNIVERSARY IS APRIL 30. - -------------------------------------------------------------------------------- Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- OUR "BUSINESS DAY" IS GENERALLY ANY DAY THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING AND GENERALLY ENDS AT 4:00 P.M. EASTERN TIME. A BUSINESS DAY DOES NOT INCLUDE A DAY WE CHOOSE NOT TO OPEN DUE TO EMERGENCY CONDITIONS. WE MAY ALSO CLOSE EARLY DUE TO EMERGENCY CONDITIONS. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? You can choose from among the variable investment options, the guaranteed interest option and the fixed maturity options. If you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the following variable investment options: the AXA Allocation portfolios and the EQ/Franklin Templeton Founding Strategy portfolio ("permitted variable investment options"). If you elect the 125% Principal guarantee benefit, your investment options will be limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. VARIABLE INVESTMENT OPTIONS Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields, including for the EQ/Money Market variable investment option. Listed below are the currently available portfolios, their investment objectives and their advisers. CONTRACT FEATURES AND BENEFITS 23 PORTFOLIOS OF THE TRUSTS You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Accumulator(R) Select(SM) contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors may include fees and expenses; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some Portfolios, AXA Equitable has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the Portfolios. As such, AXA Equitable oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a o AXA Equitable ALLOCATION greater emphasis on current income. - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. o AXA Equitable - ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, o AXA Equitable ALLOCATION with a greater emphasis on capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER AGGRESSIVE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(1) o ClearBridge Advisors, LLC o Legg Mason Capital Management, Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER CORE BOND(2) To seek a balance of a high current income and capital o BlackRock Financial Management, Inc. appreciation, consistent with a prudent level of risk. o Pacific Investment Management Company LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HEALTH CARE(3) Long-term growth of capital. o AIM Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER HIGH YIELD(4) High total return through a combination of current o Pacific Investment Management Company income and capital appreciation. LLC o Post Advisory Group, LLC - ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER INTERNATIONAL Long-term growth of capital. o AllianceBernstein L.P. EQUITY(5) o JPMorgan Investment Management Inc. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 24 CONTRACT FEATURES AND BENEFITS - ------------------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP CORE Long-term growth of capital. o AllianceBernstein L.P. EQUITY(6) o Janus Capital Management LLC o Thornburg Investment Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o RCM Capital Management LLC GROWTH(7) o TCW Investment Management Company o T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER LARGE CAP Long-term growth of capital. o AllianceBernstein L.P. VALUE(8) o Institutional Capital LLC o MFS Investment Management - ------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP Long-term growth of capital. o AllianceBernstein L.P. GROWTH(9) o Franklin Advisers, Inc. o Provident Investment Counsel, Inc. - ------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER MID CAP VALUE(10) Long-term growth of capital. o AXA Rosenberg Investment Management LLC o TCW Investment Management Company o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER TECHNOLOGY(11) Long-term growth of capital. o Firsthand Capital Management, Inc. o RCM Capital Management LLC o Wellington Management Company, LLP - ------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN COMMON Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. STOCK - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN GROWTH Seeks to provide a high total return. o AllianceBernstein L.P. AND INCOME++ - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERME- Seeks to achieve high current income consis- o AllianceBernstein L.P. DIATE GOVERNMENT SECURITIES tent with relative stability of principal. - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN INTERNA- Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. TIONAL - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN LARGE Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN QUALITY Seeks to achieve high current income consis- o AllianceBernstein L.P. BOND tent with moderate risk to capital. - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN SMALL Seeks to achieve long-term growth of capital. o AllianceBernstein L.P. CAP GROWTH - ------------------------------------------------------------------------------------------------------------------------------- EQ/ALLIANCEBERNSTEIN VALUE Seeks capital appreciation. o AllianceBernstein L.P. - ------------------------------------------------------------------------------------------------------------------------------- EQ/ARIEL APPRECIATION II Seeks long-term capital appreciation. o Ariel Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------- EQ/AXA ROSENBERG VALUE LONG/ Seeks to increase value through bull markets o AXA Rosenberg Investment Management LLC SHORT EQUITY and bear markets using strategies that are market risk. - ------------------------------------------------------------------------------------------------------------------------------- CONTRACT FEATURES AND BENEFITS 25 - ------------------------------------------------------------------------------------------------------------------------------- EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Seeks capital appreciation and secondarily, o BlackRock Investment Management, LLC EQUITY(12) income. - ------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK INTERNATIONAL Seeks to provide current income and long-term o BlackRock Investment Management Interna- VALUE(13) growth of income, accompanied by growth of tional Limited capital. - ------------------------------------------------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY Seeks a combination of growth and income to o Boston Advisors, LLC INCOME achieve an above-average and consistent total return. - ------------------------------------------------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY Seeks long-term capital appreciation. o Calvert Asset Management Company, Inc. RESPONSIBLE o Bridgeway Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN GROWTH Seeks long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN To achieve long-term growth of capital. o Capital Guardian Trust Company INTERNATIONAL+ - ------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN RESEARCH Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN U.S. Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company EQUITY++ - ------------------------------------------------------------------------------------------------------------------------------- EQ/CAYWOOD-SCHOLL HIGH YIELD Seeks to maximize current income. o Caywood-Scholl Capital Management BOND - ------------------------------------------------------------------------------------------------------------------------------- EQ/DAVIS NEW YORK VENTURE Seeks long-term growth of capital. o Davis Selected Advisers, L.P. - ------------------------------------------------------------------------------------------------------------------------------- EQ/EQUITY 500 INDEX Seeks a total return before expenses that o AllianceBernstein L.P. approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consis-tent with that of the S&P 500 Index. - ------------------------------------------------------------------------------------------------------------------------------- EQ/EVERGREEN INTERNATIONAL Seeks capital growth and current income. o Evergreen Investment Management BOND Company, LLC o First International Fund Advisors (dba "Evergreen International") - ------------------------------------------------------------------------------------------------------------------------------- EQ/EVERGREEN OMEGA Seeks long-term capital growth. o Evergreen Investment Management Company, LLC - ------------------------------------------------------------------------------------------------------------------------------- EQ/FI MID CAP Seeks long-term growth of capital. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------- EQ/FI MID CAP VALUE+ Seeks long-term capital appreciation. o Fidelity Management & Research Company - ------------------------------------------------------------------------------------------------------------------------------- EQ/FRANKLIN INCOME Seeks to maximize income while maintaining o Franklin Advisers, Inc. prospects for capital appreciation. - ------------------------------------------------------------------------------------------------------------------------------- EQ/FRANKLIN SMALL CAP VALUE Seeks long-term total return. o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON FOUND- Primarily seeks capital appreciation and o AXA Equitable ING STRATEGY(**) secondarily seeks income. - ------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND ACQUI- Seeks to achieve capital appreciation. o GAMCO Asset Management Inc. SITIONS - ------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. o GAMCO Asset Management Inc. VALUE - ------------------------------------------------------------------------------------------------------------------------------- EQ/INTERNATIONAL GROWTH Seeks to achieve capital appreciation. o MFS Investment Management. - ------------------------------------------------------------------------------------------------------------------------------- EQ/JANUS LARGE CAP GROWTH++ Seeks long-term growth of capital. o Janus Capital Management LLC - ------------------------------------------------------------------------------------------------------------------------------- EQ/JPMORGAN CORE BOND Seeks to provide a high total return consistent o JPMorgan Investment Management Inc. with moderate risk to capital and maintenance of liquidity. - ------------------------------------------------------------------------------------------------------------------------------- 26 CONTRACT FEATURES AND BENEFITS - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), as Portfolio Name(*) Objective applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/JPMORGAN VALUE Long-term capital appreciation. o JPMorgan Investment Management Inc. OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LEGG MASON VALUE EQUITY Seeks long-term growth of capital. o Legg Mason Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LONG TERM BOND Seeks to maximize income and capital appreciation o BlackRock Financial Management, Inc. through investment in long-maturity debt obligations. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT GROWTH AND Capital appreciation and growth of income without o Lord, Abbett & Co. LLC INCOME excessive fluctuation in market value. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT LARGE CAP CORE Capital appreciation and growth of income with reason- o Lord, Abbett & Co. LLC able risk. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/LORD ABBETT MID CAP VALUE Capital appreciation. o Lord, Abbett & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MARSICO FOCUS Seeks long-term growth of capital. o Marsico Capital Management, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS EMERGING GROWTH Seeks to provide long-term capital growth. o MFS Investment Management COMPANIES+ - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MFS INVESTORS TRUST+ Seeks long-term growth of capital with a secondary o MFS Investment Management objective to seek reasonable current income. For purposes of this Portfolio, the words "reasonable current income" mean moderate income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve o The Dreyfus Corporation its assets and maintain liquidity. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MONTAG & CALDWELL Seeks to achieve capital appreciation. o Montag & Caldwell, Inc. GROWTH - ------------------------------------------------------------------------------------------------------------------------------------ EQ/MUTUAL SHARES Seeks capital appreciation, which may occasionally be o Franklin Mutual Advisers, LLC short-term, and secondarily, income. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER GLOBAL Seeks capital appreciation. o OppenheimerFunds, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks long-term capital appreciation. o OppenheimerFunds, Inc. OPPORTUNITY - ------------------------------------------------------------------------------------------------------------------------------------ EQ/OPPENHEIMER MAIN STREET Seeks capital appreciation. o OppenheimerFunds, Inc. SMALL CAP - ------------------------------------------------------------------------------------------------------------------------------------ EQ/PIMCO REAL RETURN Seeks maximum real return consistent with preservation o Pacific Investment Management Company, of real capital and prudent investment management. LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SHORT DURATION BOND Seeks current income with reduced volatility of o BlackRock Financial Management, Inc. principal. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL CAP VALUE+ Seeks capital appreciation. o Lazard Asset Management LLC o Franklin Advisory Services, LLC - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY GROWTH+ Seeks to achieve capital appreciation. o Bear Stearns Asset Management Inc. o Eagle Asset Management, Inc. o Wells Capital Management, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible o AllianceBernstein L.P. (before the deduction of portfolio expenses) the total return of the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TCW EQUITY++ Seeks to achieve long-term capital appreciation. o TCW Investment Management Company - ------------------------------------------------------------------------------------------------------------------------------------ EQ/TEMPLETON GROWTH Seeks long-term capital growth. o Templeton Global Advisors Limited - ------------------------------------------------------------------------------------------------------------------------------------ CONTRACT FEATURES AND BENEFITS 27 - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust Investment Manager (or Sub-Adviser(s), Portfolio Name(*) Objective as applicable) - ------------------------------------------------------------------------------------------------------------------------------------ EQ/UBS GROWTH AND INCOME Seeks to achieve total return through capital appreciation o UBS Global Asset Management with income as a secondary consideration. (Americas) Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN COMSTOCK Capital growth and income. o Morgan Stanley Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN EMERGING MAR- Seeks long-term capital appreciation. o Morgan Stanley Investment KETS EQUITY Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/VAN KAMPEN MID CAP Capital growth. o Morgan Stanley Investment GROWTH Management Inc. - ------------------------------------------------------------------------------------------------------------------------------------ EQ/WELLS FARGO MONTGOMERY Seeks long-term capital appreciation. o Wells Capital Management Inc. SMALL CAP++ - ------------------------------------------------------------------------------------------------------------------------------------ The Universal Institutional Funds, Inc. Portfolio Name Objective Investment Manager - ------------------------------------------------------------------------------------------------------------------------------------ U.S. REAL ESTATE -- CLASS II++ Seeks to provide above average current income and long- o Van Kampen (is the name under which term capital appreciation by investing primarily in equity Morgan Stanley Investment Management securities of companies in the U.S. real estate industry, Inc. does business in certain including real estate investment trusts. situations) - ------------------------------------------------------------------------------------------------------------------------------------ (*) This portfolio information reflects the portfolio's name change effective on or about May 29, 2007, subject to regulatory approval. The chart below reflects the portfolio's name in effect, until on or about May 29, 2007. The number in the "FN" column corresponds with the number contained in the table above. - ------------------------------------------------------------ FN Portfolio Name until May 29, 2007 - ------------------------------------------------------------ (1) AXA Premier VIP Aggressive Equity - ------------------------------------------------------------ (2) AXA Premier VIP Core Bond - ------------------------------------------------------------ (3) AXA Premier VIP Health Care - ------------------------------------------------------------ (4) AXA Premier VIP High Yield - ------------------------------------------------------------ (5) AXA Premier VIP International Equity - ------------------------------------------------------------ (6) AXA Premier VIP Large Cap Core Equity - ------------------------------------------------------------ (7) AXA Premier VIP Large Cap Growth - ------------------------------------------------------------ (8) AXA Premier VIP Large Cap Value - ------------------------------------------------------------ (9) AXA Premier VIP Mid Cap Growth - ------------------------------------------------------------ (10) AXA Premier VIP Mid Cap Value - ------------------------------------------------------------ (11) AXA Premier VIP Technology - ------------------------------------------------------------ (12) EQ/Mercury Basic Value Equity - ------------------------------------------------------------ (13) EQ/Mercury International Value - ------------------------------------------------------------ ** This investment option will be available on or about May 29, 2007, subject to regulatory approval. + This investment option's name, investment objective and sub-adviser will change on or about May 29, 2007, subject to regulatory approval. See the supplement included with this Prospectus for more information. ++ Please see the supplement included with this Prospectus regarding the planned substitution or merger of this Portfolio. YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVE, RISKS, AND CHARGES AND EXPENSES OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE PORTFOLIOS CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-789-7771. 28 CONTRACT FEATURES AND BENEFITS GUARANTEED INTEREST OPTION The guaranteed interest option is part of our general account and pays interest at guaranteed rates. We discuss our general account under "More information" later in this Prospectus. We assign an interest rate to each amount allocated to the guaranteed interest option. This rate is guaranteed for a specified period. Therefore, different interest rates may apply to different amounts in the guaranteed interest option. We credit interest daily to amounts in the guaranteed interest option. There are three levels of interest in effect at the same time in the guaranteed interest option: (1) the minimum interest rate guaranteed over the life of the contract, (2) the yearly guaranteed interest rate for the calendar year, and (3) the current interest rate. We set current interest rates periodically, according to our procedures that we have in effect at the time. We reserve the right to change these procedures. All interest rates are effective annual rates, but before deduction of annual administrative charges and any optional benefit charges. See Appendix VI later in this Prospectus for state variations. Depending on the state where your contract is issued, your lifetime minimum rate ranges from 1.00% to 3.00%. The data page for your contract shows the lifetime minimum rate. Check with your financial professional as to which rate applies in your state. The minimum yearly rate will never be less than the lifetime minimum rate. The minimum yearly rate for 2007 is 3.00%. Current interest rates will never be less than the yearly guaranteed interest rate. Generally, contributions and transfers into and out of the guaranteed interest option are limited. See "Transferring your money among the investment options" later in this Prospectus for restrictions on transfers to and from the guaranteed interest option. FIXED MATURITY OPTIONS We offer fixed maturity options with maturity dates ranging from one to ten years. We will not accept allocations to a fixed maturity option if on the date the contribution or transfer is to be applied the rate to maturity is 3%. This means that, at any given time, we may not offer fixed maturity options with all ten possible maturity dates. You can allocate your contributions to one or more of these fixed maturity options, however, you may not have more than 12 different maturities running during any contract year. This limit includes any maturities that have had any allocation or transfers even if the entire amount is withdrawn or transferred during the contract year. These amounts become part of a non-unitized separate account. They will accumulate interest at the "rate to maturity" for each fixed maturity option. The total amount you allocate to and accumulate in each fixed maturity option is called the "fixed maturity amount." The fixed maturity options are not available in all states. Check with your financial professional or see Appendix VI later in this Prospectus to see if fixed maturity options are available in your state. - -------------------------------------------------------------------------------- FIXED MATURITY OPTIONS RANGE FROM ONE TO TEN YEARS TO MATURITY. - -------------------------------------------------------------------------------- On the maturity date of a fixed maturity option your fixed maturity amount, assuming you have not made any withdrawals or transfers, will equal your contribution to that fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of the calculation. This is the fixed maturity option's "maturity value." Before maturity, the current value we will report for your fixed maturity amounts will reflect a market value adjustment. Your current value will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amounts on the date of the report. We call this your "market adjusted amount." FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with maturity dates ranging from one to ten years. Not all of these fixed maturity options will be available for owner and annuitant ages 76 and older. See "Allocating your contributions" below. Each new contribution is applied to a new fixed maturity option. When you apply for an Accumulator(R) Select(SM) contract, a 60-day rate lock-in will apply from the date the application is signed. Any contributions received and designated for a fixed maturity option during this period will receive the then current fixed maturity option rate or the rate that was in effect on the date that the application was signed, whichever is greater. There is no rate lock available for subsequent contributions to the contract after 60 days, transfers from any of the variable investment options or the guaranteed interest option into a fixed maturity option or transfers from one fixed maturity option to another. YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days before each of your fixed maturity options is scheduled to mature. At that time, you may choose to have one of the following take place on the maturity date, as long as none of the restrictive conditions listed in "Allocating your contributions," below would apply: (a) transfer the maturity value into another available fixed maturity option, any of the variable investment options or the guaranteed interest option; or (b) withdraw the maturity value. If we do not receive your choice on or before the fixed maturity option's maturity date, we will automatically transfer your maturity value into the shortest available maturity option beginning on that date. As of February 15, 2007, the next available maturity date was February 15, 2008. If no fixed maturity options are available we will transfer your maturity value to the EQ/Money Market option. MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers, surrender of your contract or when we make deductions for charges) from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. A market value adjustment will also apply if amounts in a fixed maturity option are used to purchase any annuity payment option prior to the maturity date and may apply on payment of a death benefit. The market value adjustment, positive or negative, resulting from a withdrawal or transfer (including a deduction for charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. The amount applied to an annuity payout option will reflect the application of any applicable CONTRACT FEATURES AND BENEFITS 29 market value adjustment (either positive or negative). We only apply a positive market value adjustment to the amount in the fixed maturity option when calculating any death benefit proceeds under your contract. The amount of the adjustment will depend on two factors: (a) the difference between the rate to maturity that applies to the amount being withdrawn and the rate we have in effect at that time for new fixed maturity options, (adjusted to reflect a similar maturity date) and (b) the length of time remaining until the maturity date. If fixed maturity option interest rates rise from the time that you originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if fixed maturity option interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option's maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates. We provide an illustration of the market adjusted amount of specified maturity values, an explanation of how we calculate the market value adjustment, and information concerning our general account and investments purchased with amounts allocated to the fixed maturity options, in "More information" later in this Prospectus. Appendix II at the end of this Prospectus provides an example of how the market value adjustment is calculated. ALLOCATING YOUR CONTRIBUTIONS You may choose between self-directed and dollar cost averaging to allocate your contributions under your contract. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, Inc., he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. SELF-DIRECTED ALLOCATION You may allocate your contributions to one or more, or all, of the variable investment options, guaranteed interest option (subject to restrictions in certain states--see Appendix VI later in this Prospectus for state variations) and fixed maturity options. Allocations must be in whole percentages and you may change your allocations at any time. No more than 25% of any contribution may be allocated to the guaranteed interest option. The total of your allocations into all available investment options must equal 100%. If an owner or annuitant is age 76-80, you may allocate contributions to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you may allocate contributions to fixed maturity options with maturities of five years or less. Also, you may not allocate amounts to fixed maturity options with maturity dates that are later than the date annuity payments are to begin. DOLLAR COST AVERAGING We offer a variety of dollar cost averaging programs. You may only participate in one program at a time. Each program allows you to gradually allocate amounts to available investment options by periodically transferring approximately the same dollar amount to the investment options you select. Regular allocations to the variable investment options will cause you to purchase more units if the unit value is low and fewer units if the unit value is high. Therefore, you may get a lower average cost per unit over the long term. These plans of investing, however, do not guarantee that you will earn a profit or be protected against losses. You may not make transfers to the fixed maturity options or the guaranteed interest option. - -------------------------------------------------------------------------------- UNITS MEASURE YOUR VALUE IN EACH VARIABLE INVESTMENT OPTION. - -------------------------------------------------------------------------------- 12 MONTH DOLLAR COST AVERAGING PROGRAM. You may dollar cost average from the EQ/Money Market option into any of the other variable investment options. You may elect to participate in the 12 month dollar cost averaging program at any time subject to the age limitation on contributions described earlier in this Prospectus. Contributions into the account for 12 month dollar cost averaging may not be transfers from other investment options. You must allocate your entire initial contribution into the EQ/Money Market option if you are selecting the 12 month dollar cost averaging program at application to purchase an Accumulator(R) Select(SM) contract; thereafter, initial allocations to any new 12 month dollar cost averaging program time period must be at least $2,000 and any subsequent contribution to that same time period must be at least $250. You may only have one time period in effect at any time. We will transfer your value in the EQ/Money Market option into the other variable investment options that you select over the next 12 months or such other period we may offer. Once the time period then in effect has run, you may then select to participate in the dollar cost averaging program for an additional time period. At that time, you may also select a different allocation for transfers to the variable investment options, or, if you wish, we will continue to use the selection that you have previously made. Currently, the transfer date will be the same day of the month as the contract date, but not later than the 28th. For a 12 month dollar cost averaging program selected after application, the first transfer date and each subsequent transfer date for the time period selected will be one month from the date the first contribution is made into the 12 month dollar cost averaging program, but not later than the 28th of the month. All amounts will be transferred out by the end of the time period then in effect. Under this program we will not deduct the mortality and expense risks, administrative, and distribution charges from assets in the EQ/Money Market option. 30 CONTRACT FEATURES AND BENEFITS You may not transfer amounts to the EQ/Money Market option established for this program that are not part of the 12 month dollar cost averaging program. The only amounts that should be transferred from the EQ/Money Market option are your regularly scheduled transfers to the other variable investment options. If you request to transfer or withdraw any other amounts from the EQ/Money Market option, we will transfer all of the value that you have remaining in the account for 12 month dollar cost averaging to the investment options according to the allocation percentages we have on file for you. You may ask us to cancel your participation at any time. GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market option is at least $5,000, you may choose, at any time, to have a specified dollar amount or percentage of your value transferred from that option to the other variable investment options. You can select to have transfers made on a monthly, quarterly or annual basis. The transfer date will be the same calendar day of the month as the contract date, but not later than the 28th day of the month. You can also specify the number of transfers or instruct us to continue making the transfers until all amounts in the EQ/Money Market option have been transferred out. The minimum amount that we will transfer each time is $250. If, on any transfer date, your value in the EQ/Money Market option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred. The general dollar cost averaging program will then end. You may change the transfer amount once each contract year or cancel this program at any time. If you are participating in a Principal guarantee benefit, the general dollar cost averaging program is not available. If you elect the Guaranteed withdrawal benefit for life, general dollar cost averaging is not available. INVESTMENT SIMPLIFIER FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar amount transferred out of the guaranteed interest option and into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. Transfers may be made on a monthly, quarterly or annual basis. You can specify the number of transfers or instruct us to continue to make transfers until all available amounts in the guaranteed interest option have been transferred out. In order to elect the fixed-dollar option, you must have a minimum of $5,000 in the guaranteed interest option on the date we receive your election form at our processing office. The transfer date will be the same calendar day of the month as the contract date but not later than the 28th day of the month. The minimum transfer amount is $50. The fixed-dollar option is subject to the guaranteed interest option transfer limitations described under "Transferring your account value" in "Transferring your money among investment options" later in this Prospectus. While the program is running, any transfer that exceeds those limitations will cause the program to end for that contract year. You will be notified. You must send in a request form to resume the program in the next or subsequent contract years. If, on any transfer date your value in the guaranteed interest option is equal to or less than the amount you have elected to have transferred, the entire amount will be transferred, and the program will end. You may change the transfer amount once each contract year or cancel this program at any time. INTEREST SWEEP OPTION. Under this option, you may elect to have monthly transfers from amounts in the guaranteed interest option into the variable investment options of your choice. Only the AXA Allocation portfolios are available if you elect the Guaranteed withdrawal benefit for life or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation portfolio is available if you elect the 125% Principal guarantee benefit. The transfer date will be the last business day of the month. The amount we will transfer will be the interest credited to amounts you have in the guaranteed interest option from the last business day of the prior month to the last business day of the current month. You must have at least $7,500 in the guaranteed interest option on the date we receive your election. We will automatically cancel the interest sweep program if the amount in the guaranteed interest option is less than $7,500 on the last day of the month for two months in a row. For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ---------------------------------- You may not participate in any dollar cost averaging program if you are participating in the Option II rebalancing program. Under the Option I rebalancing program you may participate in any of the dollar cost averaging programs except 12 month and general dollar cost averaging. You may only participate in one dollar cost averaging program at a time. See "Transferring your money among investment options" later in this Prospectus. Also, for information on how the dollar cost averaging program you select may affect certain guaranteed benefits see "Guaranteed minimum death benefit and Guaranteed minimum benefit base" immediately below. We do not deduct a transfer charge for any transfer made in connection with our dollar cost averaging and Investment Simplifier programs. Not all dollar cost averaging programs are available in all states (see Appendix VI later in this Prospectus for more information on state availability). GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE This section does not apply if you elect GWBL. For information about the GWBL Enhanced death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. The Guaranteed minimum death benefit base and Guaranteed minimum income benefit base (hereinafter, in this section called your "benefit base") are used to calculate the Guaranteed minimum income benefit and the death benefits as described in this section. The benefit base for the Guaranteed minimum income benefit and any enhanced death benefit will be calculated as described below in this section whether these options are elected individually or in combination. Your benefit base is not an account value or a cash value. See also "Guaranteed minimum income benefit option" and "Guaranteed minimum death benefit" below. CONTRACT FEATURES AND BENEFITS 31 STANDARD DEATH BENEFIT. Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. 6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to: o your initial contribution and any additional contributions to the contract; plus o daily roll-up; less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus. The effective annual roll-up rate credited to this benefit base is: o 6% with respect to the variable investment options (other than EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond) and monies allocated to the 12 month dollar cost averaging program; the effective annual rate may be 4% in some states. Please see Appendix VI later in this Prospectus to see what applies in your state; and o 3% with respect to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, and EQ/Short Duration Bond, the fixed maturity options, the guaranteed interest option and the loan reserve account under Rollover TSA (if applicable). The benefit base stops rolling up after the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday. For contracts with non-natural owners, the benefit base stops rolling up after the contract date anniversary following the annuitant's 85th birthday. ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to the greater of either: o your initial contribution to the contract (plus any additional contributions), or o your highest account value on any contract date anniversary up to the contract date anniversary following the owner's (or older joint owner's, if applicable) 85th birthday, plus any contributions made since the most recent Annual Ratchet, less o a deduction that reflects any withdrawals you make. The amount of the deduction is described under "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" later in this Prospectus. For contracts with non-natural owners, the last contract date anniversary a ratchet could occur is based on the annuitant's age. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is equal to the greater of the benefit base computed for the 6% Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age 85, as described immediately above, on each contract date anniversary. In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VI later in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit (the "Greater of enhanced death benefit") are elected, you may reset the Roll-Up benefit base for these guaranteed benefits to equal the account value on any contract date anniversary until age 75. The reset amount would equal the account value as of the contract date anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85 on any reset benefit base. We will send you a notice in each year that the Roll-Up benefit base is eligible to be reset, and you will have 30 days from your contract date anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up benefit base, your Roll-Up benefit base will not be eligible for another reset until the next contract date anniversary. If after your death your spouse continues this contract, the benefit base will be eligible to be reset on each contract date anniversary, if applicable. The last age at which the benefit base is eligible to be reset is owner (or older joint owner, if applicable) age 75. For contracts with non-natural owners, reset eligibility is based on the annuitant's age. It is important to note that once you have reset your Roll-Up benefit base, a new waiting period to exercise the Guaranteed minimum income benefit from the date of the reset; you may not exercise until the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. See "Exercise rules" under "Guaranteed minimum income benefit" below for more information. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the exercise waiting period. Also, even when there is no additional charge when you reset your Roll-Up benefit base, the total dollar amount charged on future contract date anniversaries may increase as a result of the reset since the charges may be applied to a higher benefit base than would have been otherwise applied. See "Charges and expenses" in the Prospectus. If you are a traditional IRA or TSA contract owner, before you reset your Roll-Up benefit base, please consider the effect of the 10-year exercise waiting period on your requirement to take lifetime required 32 CONTRACT FEATURES AND BENEFITS minimum distributions with respect to this contract. If you must begin taking lifetime required minimum distributions during the 10-year waiting period, you may want to consider taking the annual lifetime required minimum distribution calculated for this contract from another traditional IRA or TSA contract that you maintain. If you withdraw the lifetime required minimum distribution from this contract, and the required minimum distribution is more than 6% of the reset benefit base, the withdrawal would cause a pro-rata reduction in the benefit base. Alternatively, resetting the benefit base to a larger amount would make it less likely that the required minimum distributions would exceed the 6% threshold. See "Lifetime required minimum distribution withdrawals" and "How withdrawals affect your Guaranteed minimum income benefit and Guaranteed minimum death benefit" in "Accessing your money." Also, see "Required minimum distributions" under "Individual retirement arrangements (IRAs)" and "Tax-sheltered annuity contracts (TSAs)" in "Tax information" later in this Prospectus. The Roll-Up benefit base for both the "Greater of" enhanced death benefit and the Guaranteed minimum income benefit are reset simultaneously when you request a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for one benefit and not the other. ANNUITY PURCHASE FACTORS Annuity purchase factors are the factors applied to determine your periodic payments under the Guaranteed minimum income benefit and annuity payout options. The Guaranteed minimum income benefit is discussed in "Guaranteed minimum income benefit option" below and annuity payout options are discussed in "Accessing your money" later in this Prospectus. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the owner's (and any joint owner's) age and sex in certain instances. We may provide more favorable current annuity purchase factors for the annuity payout options but we will always use the guaranteed purchase factors to determine your periodic payments under the Guaranteed minimum income benefit. GUARANTEED MINIMUM INCOME BENEFIT OPTION The Guaranteed minimum income benefit is available if the owner is age 20 through 75 at the time the contract is issued. If the contract is jointly owned, the Guaranteed minimum income benefit will be calculated on the basis of the older owner's age. There is an additional charge for the Guaranteed minimum income benefit which is described under "Guaranteed minimum income benefit charge" in "Charges and expenses" later in this Prospectus. Once you purchase the Guaranteed minimum income benefit, you may not voluntarily terminate this benefit. If you are purchasing this contract as an Inherited IRA, or if you elect a Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the Guaranteed minimum income benefit is not available. If the owner was older than age 60 at the time an IRA or Rollover TSA contract was issued, the Guaranteed minimum income benefit may not be an appropriate feature because the minimum distributions required by tax law generally must begin before the Guaranteed minimum income benefit can be exercised. If you elect the Guaranteed minimum income benefit option and change ownership of the contract, this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. The Guaranteed minimum income benefit guarantees you a minimum amount of fixed income under your choice of a life annuity fixed payout option or a life with a period certain payout option, subject to state availability. You choose which of these payout options you want and whether you want the option to be paid on a single or joint life basis at the time you exercise your Guaranteed minimum income benefit. The maximum period certain available under the life with a period certain payout option is 10 years. This period may be shorter, depending on the owner's age as follows: Level payments - -------------------------------------- Period certain years ------------------- Owner's age at exercise IRAs NQ - -------------------------------------- 75 and younger 10 10 76 9 10 77 8 10 78 7 10 79 7 10 80 7 10 81 7 9 82 7 8 83 7 7 84 6 6 85 5 5 - -------------------------------------- We may also make other forms of payout options available. For a description of payout options, see "Your annuity payout options" in "Accessing your money" later in this Prospectus. - -------------------------------------------------------------------------------- THE GUARANTEED MINIMUM INCOME BENEFIT SHOULD BE REGARDED AS A SAFETY NET ONLY. - -------------------------------------------------------------------------------- When you exercise the Guaranteed minimum income benefit, the annual lifetime income that you will receive will be the greater of (i) your Guaranteed minimum income benefit which is calculated by applying your Guaranteed minimum income benefit base to guaranteed annuity purchase factors, or (ii) the income provided by applying your account value to our then current annuity purchase factors. For Rollover TSA only, we will subtract from the Guaranteed minimum income benefit base or account value any outstanding loan, including interest accrued but not paid. You may also elect to receive monthly or quarterly payments as an alternative. The payments will be less than 1/12 or 1/4 of the annual payments, respectively, due to the effect of interest compounding. The benefit base is applied only to the guaranteed annuity purchase factors under the Guaranteed minimum income CONTRACT FEATURES AND BENEFITS 33 benefit in your contract and not to any other guaranteed or current annuity purchase rates. The amount of income you actually receive will be determined when we receive your request to exercise the benefit. When you elect to receive annual lifetime income, your contract will terminate and you will receive a new contract for the annuity payout option. For a discussion of when your payments will begin and end, see "Exercise of Guaranteed minimum income benefit" below. Before you elect the Guaranteed minimum income benefit, you should consider the fact that it provides a form of insurance and is based on conservative actuarial factors. Therefore, even if your account value is less than your benefit base, you may generate more income by applying your account value to current annuity purchase factors. We will make this comparison for you when the need arises. GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your account value falls to zero (except as discussed below, if your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days), the Guaranteed minimum income benefit will be exercised automatically, based on the owner's (or older joint owner's, if applicable) current age and benefit base, as follows: o You will be issued a supplementary contract based on a single life with a maximum 10 year period certain. Payments will be made annually starting one year from the date the account value fell to zero. o You will have 30 days from when we notify you to change the payout option and/or the payment frequency. Please note that we will not automatically exercise the Guaranteed minimum income benefit, as described above, if you have a TSA contract and withdrawal restrictions apply. The no lapse guarantee will terminate under the following circumstances: o If your account value falls to zero due to a withdrawal that causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year); o If your aggregate withdrawals during any contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received in the first 90 days); o Upon owner (or older joint owner, if applicable) reaching age 85. Please note that if you participate in our Automatic RMD service, an automatic withdrawal under that program will not cause the no lapse guarantee to terminate even if a withdrawal causes your total contract year withdrawals to exceed 6% of your Roll-Up benefit base. ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed minimum income benefit amounts per $100,000 of initial contribution, for a male owner age 60 (at issue) on the contract date anniversaries indicated, who has elected the life annuity fixed payout option, using the guaranteed annuity purchase factors as of the date of this Prospectus, assuming no additional contributions, withdrawals or loans under Rollover TSA contracts, and assuming there were no allocations to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option, the fixed maturity options or the loan reserve account. - -------------------------------------------------------------------------------- Guaranteed minimum income Contract date benefit -- annual income pay- anniversary at exercise able for life - -------------------------------------------------------------------------------- 10 $10,065 15 $15,266 - -------------------------------------------------------------------------------- EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date anniversary that you are eligible to exercise the Guaranteed minimum income benefit, we will send you an eligibility notice illustrating how much income could be provided as of the contract date anniversary. You must notify us within 30 days following the contract date anniversary if you want to exercise the Guaranteed minimum income benefit. You must return your contract to us, along with all required information, within 30 days following your contract date anniversary in order to exercise this benefit. Upon exercise of the Guaranteed minimum income benefit, the owner will become the annuitant, and the contract will be annuitized on the basis of the owner's life. You will begin receiving annual payments one year after the annuity payout contract is issued. If you choose monthly or quarterly payments, you will receive your payment one month or one quarter after the annuity payout contract is issued. You may choose to take a withdrawal prior to exercising the Guaranteed minimum income benefit, which will reduce your payments. You may not partially exercise this benefit. See "Accessing your money" under "Withdrawing your account value" later in this Prospectus. Payments end with the last payment before the annuitant's (or joint annuitant's, if applicable) death or, if later, then end of the period certain (where the payout option chosen includes a period certain). EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit is based on the owner's (or older joint owner's, if applicable) age as follows: o If you were at least age 20 and no older than age 44 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 15th contract date anniversary. o If you were at least age 45 and no older than age 49 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary after age 60. o If you were at least age 50 and no older than age 75 when the contract was issued, you are eligible to exercise the Guaranteed minimum income benefit within 30 days following each contract date anniversary beginning with the 10th contract date anniversary. Please note: (i) the latest date you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your 85th birthday; 34 CONTRACT FEATURES AND BENEFITS (ii) if you were age 75 when the contract was issued or the Roll-Up benefit base was reset, the only time you may exercise the Guaranteed minimum income benefit is within 30 days following the contract date anniversary following your attainment of age 85; (iii) for Accumulator(R) Select(SM) Rollover TSA contracts, you may exercise the Guaranteed minimum income benefit only if you effect a rollover of the TSA contract to an Accumulator(R) Select(SM) Rollover IRA. This may only occur when you are eligible for a distribution from the TSA. This process must be completed within the 30-day timeframe following the contract date anniversary in order for you to be eligible to exercise; (iv) if you reset the Roll-Up benefit base (as described earlier in this section), your new exercise date will be the tenth contract date anniversary following the reset or, if later, the earliest date you would have been permitted to exercise without regard to the reset. Please note that in almost all cases, resetting your Roll-Up benefit base will lengthen the waiting period; (v) a spouse beneficiary or younger spouse joint owner under Spousal continuation may only continue the Guaranteed minimum income benefit if the contract is not past the last date on which the original owner could have exercised the benefit. In addition, the spouse beneficiary or younger spouse joint owner must be eligible to continue the benefit and to exercise the benefit under the applicable exercise rule (described in the above bullets) using the following additional rules. The spouse beneficiary or younger spouse joint owner's age on the date of the owner's death replaces the owner's age at issue for purposes of determining the availability of the benefit and which of the exercise rules applies. The original contract issue date will continue to apply for purposes of the exercise rules. (vi) if the contract is jointly owned, you can elect to have the Guaranteed minimum income benefit paid either: (a) as a joint life benefit or (b) as a single life benefit paid on the older owner's age; and (vii) if the contract is owned by a trust or other non-natural person, eligibility to elect or exercise the Guaranteed minimum income benefit is based on the annuitant's age, rather than the owner's. See "Effect of the owner's death" under "Payment of death benefit" later in this Prospectus for more information. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" in "Accessing your money" and the section entitled "Charges and expenses" later in this Prospectus for more information on these guaranteed benefits. GUARANTEED MINIMUM DEATH BENEFIT This section does not apply if you elect GWBL. For information about the GWBL death benefits and benefit bases, see "Guaranteed withdrawal benefit for life ("GWBL")" later in this section. Your contract provides a standard death benefit. If you do not elect one of the enhanced death benefits described below, the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the standard death benefit, whichever provides the higher amount. The standard death benefit is equal to your total contributions adjusted for any withdrawals. The standard death benefit is the only death benefit available for owners (or older joint owners, if applicable) ages 76 through 85 at issue. Once your contract is issued, you may not change or voluntarily terminate your death benefit. If you elect one of the enhanced death benefits, (not including the GWBL Enhanced death benefit) the death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, information and forms necessary to effect payment, OR your elected enhanced death benefit on the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals, whichever provides the higher amount. See "Payment of death benefit" later in this Prospectus for more information. Any of enhanced death benefits or the standard death benefit can be elected by themselves or with the Guaranteed minimum income benefit. If you elect one of the enhanced death benefit options described below and change ownership of the contract, generally the benefit will automatically terminate, except under certain circumstances. If this occurs, any enhanced death benefit elected will be replaced with the standard death benefit. For contracts with non-natural owners, the death benefit will be payable upon the death of the annuitant. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS; AND 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS. FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE. Subject to state availability, you may elect one of the following enhanced death benefits (see Appendix VI later in this Prospectus for state availability of these benefits): o Annual Ratchet to age 85. o The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85. Each enhanced death benefit is equal to its corresponding benefit base described earlier in "Guaranteed minimum death benefit and Guaranteed minimum income benefit base." Once you have made your enhanced death benefit election, you may not change it. Please see both "Insufficient account value" in "Determining your contract value" and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal CONTRACT FEATURES AND BENEFITS 35 guarantee benefits" in "Accessing your money" later in this Prospectus for more information on these guaranteed benefits. See Appendix III later in this Prospectus for an example of how we calculate an enhanced death benefit. EARNINGS ENHANCEMENT BENEFIT Subject to state and contract availability (see Appendix VI later in this Prospectus for state availability of these benefits), if you are purchasing a contract under which the Earnings enhancement benefit is available, you may elect the Earnings enhancement benefit at the time you purchase your contract. The Earnings enhancement benefit provides an additional death benefit as described below. See the appropriate part of "Tax information" later in this Prospectus for the potential tax consequences of electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover TSA contract. Once you purchase the Earnings enhancement benefit , you may not voluntarily terminate this feature. If you elect the Guaranteed withdrawal benefit for life, the Earnings enhancement benefit is not available. If you elect the Earnings enhancement benefit option described below and change ownership of the contract, generally this benefit will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. If the owner (or older joint owner, if applicable) is 70 or younger when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is 70 or younger when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 40% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions For purposes of calculating your Earnings enhancement benefit, the following applies: (i) "Net contributions" are the total contributions made (or, if applicable, the total amount that would otherwise have been paid as a death benefit had the spouse beneficiary or younger spouse joint owner not continued the contract plus any subsequent contributions) adjusted for each withdrawal that exceeds your Earnings enhancement benefit earnings. "Net contributions" are reduced by the amount of that excess. Earnings enhancement benefit earnings are equal to (a) minus (b) where (a) is the greater of the account value and the death benefit immediately prior to the withdrawal, and (b) is the net contributions as adjusted by any prior withdrawals; and (ii) "Death benefit" is equal to the greater of the account value as of the date we receive satisfactory proof of death or any applicable Guaranteed minimum death benefit as of the date of death. If the owner (or older joint owner, if applicable) is age 71 through 75 when we issue your contract (or if the spouse beneficiary or younger spouse joint owner is between the ages of 71 and 75 when he or she becomes the successor owner and the Earnings enhancement benefit had been elected at issue), the additional death benefit will be 25% of: the greater of: o the account value or o any applicable death benefit decreased by: o total net contributions The value of the Earnings enhancement benefit is frozen on the first contract date anniversary after the owner (or older joint owner, if applicable) turns age 80, except that the benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of the current account value that is being withdrawn and we reduce the benefit by that percentage. For example, if the account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If the benefit is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000). For contracts with non-natural owners, your eligibility to elect the Earnings enhancement benefit will be based on the annuitant's age. For an example of how the Earnings enhancement death benefit is calculated, please see Appendix V. For contracts continued under Spousal continuation, upon the death of the spouse (or older spouse, in the case of jointly owned contracts), the account value will be increased by the value of the Earnings enhancement benefit as of the date we receive due proof of death. The benefit will then be based on the age of the surviving spouse as of the date of the deceased spouse's death for the remainder of the contract. If the surviving spouse is age 76 or older, the benefit will terminate and the charge will no longer be in effect. The spouse may also take the death benefit (increased by the Earnings enhancement benefit) in a lump sum. See "Spousal continuation" in "Payment of death benefit" later in this Prospectus for more information. The Earnings enhancement benefit must be elected when the contract is first issued: neither the owner nor the successor owner can add it subsequently. Ask your financial professional or see Appendix VI later in this Prospectus to see if this feature is available in your state GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL") For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL") guarantees that you can take withdrawals up to a maximum amount per year (your "Guaranteed annual withdrawal amount"). This benefit is not available at issue ages younger than 45. GWBL is not available if you have elected the Guaranteed minimum income benefit, the Earnings enhancement benefit or one of our Principal guarantee benefits, described later in this Prospectus. You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. Your investment options will be limited to the guaranteed interest 36 CONTRACT FEATURES AND BENEFITS option and the permitted variable investment options. Also, the 12 month dollar cost averaging program is not available if you elect GWBL. You may buy this benefit on a single life ("Single life") or a joint life ("Joint life") basis. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). For Joint life contracts, a successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. If the successor owner is dropped after withdrawals begin, the charge will continue based on a Joint life basis. For NQ contracts, you have the option to designate the successor owner as a joint owner. For Joint life contracts owned by a non-natural owner, a joint annuitant may be named at contract issue only. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. If the joint annuitant is dropped after withdrawals begin, the charge continues based on a Joint life basis. Joint annuitants are not permitted under any other contracts. Joint life TSA contracts are not permitted. This benefit is not available under an Inherited IRA contract. The cost of the GWBL benefit will be deducted from your account value on each contract date anniversary. Please see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this benefit if: o You plan to take withdrawals in excess of your Guaranteed annual withdrawal amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than taking withdrawals; o You are using the contract to fund a Rollover TSA contract where withdrawal restrictions will apply; or. o You plan to use it for withdrawals prior to age 59-1/2, as the taxable amount of the withdrawal will be includible in income and subject to an additional 10% federal income tax penalty, as discussed later in this Prospectus. For traditional IRAs and TSA contracts, you may take your lifetime required minimum distributions ("RMDs") without losing the value of the GWBL benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. GWBL BENEFIT BASE At issue, your GWBL benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL benefit base increases by any subsequent contributions. o Your GWBL benefit base may be increased on each contract date anniversary, as described below under "Annual ratchet" and "5% deferral bonus." o Your GWBL benefit base is not reduced by withdrawals except those withdrawals that cause total withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. GUARANTEED ANNUAL WITHDRAWAL AMOUNT Your initial Guaranteed annual withdrawal amount is equal to a percentage of the GWBL benefit base. The initial applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the initial Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For contracts held by non-natural owners, the initial Applicable percentage is based on the annuitant's age or the younger annuitant's age, if applicable, at the time of the first withdrawal. If your GWBL benefit base ratchets, as described below in this section under "Annual ratchet," on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. The Applicable percentages are as follows: - -------------------------------------------------- Age Applicable percentage - -------------------------------------------------- 45-64 4.0% 65-74 5.0% 75-84 6.0% 85 and older 7.0% - -------------------------------------------------- We will recalculate the Guaranteed annual withdrawal amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The withdrawal amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual withdrawals are not cumulative. If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual withdrawal amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to CONTRACT FEATURES AND BENEFITS 37 exceed your Guaranteed annual withdrawal amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your GWBL benefit base and your Guaranteed annual withdrawal amount. If you make an Excess withdrawal, we will recalculate your GWBL benefit base and the Guaranteed annual withdrawal amount, as follows: o The GWBL benefit base is reset as of the date of the Excess withdrawal to equal the lesser of: (i) the GWBL benefit base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual withdrawal amount is recalculated to equal the Applicable percentage multiplied by the reset GWBL benefit base. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual withdrawal amount as such withdrawals may significantly reduce or eliminate the value of the GWBL benefit. If your account value is less than your GWBL benefit base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual withdrawal amount, can significantly reduce your GWBL benefit base and the Guaranteed annual withdrawal amount. For example, assume your GWBL benefit base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your GWBL benefit base is immediately reset to equal the lesser of your GWBL benefit base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now $72,000. In addition, your Guaranteed annual withdrawal amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. You should note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual withdrawal amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. Loans are not available under Rollover TSA contracts if GWBL is elected. ANNUAL RATCHET Your GWBL benefit base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent GWBL benefit base. If your account value is greater, we will ratchet up your GWBL benefit base to equal your account value. If your GWBL benefit base ratchets on any contract date anniversary after you begin taking withdrawals, your Applicable percentage may increase based on your attained age at the time of the ratchet. Your Guaranteed annual withdrawal amount will also be increased, if applicable, to equal your Applicable percentage times your new GWBL benefit base. If your GWBL benefit base ratchets, we may increase the charge for the benefit. Once we increase the charge, it is increased for the life of the contract. We will permit you to opt out of the ratchet if the charge increases. If you choose to opt out, your charge will stay the same but your GWBL benefit base will no longer ratchet. Upon request, we will permit you to accept a GWBL benefit base ratchet with the charge increase on a subsequent contract date anniversary. For a description of the charge increase, see "Guaranteed withdrawal benefit for life benefit charge" in "Charges and expenses" later in this Prospectus. 5% DEFERRAL BONUS At no additional charge, during the first ten contract years, in each year you have not taken a withdrawal, we will increase your GWBL benefit base by an amount equal to 5% of your total contributions. If the Annual Ratchet (as discussed immediately above) occurs on any contract date anniversary, for the next and subsequent contract years, the bonus will be 5% of the most recent ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will be calculated using the reset GWBL benefit base plus any applicable contributions. The deferral bonus generally excludes contributions made in the prior 12 months. In the first contract year, the deferral bonus is determined using all contributions received in the first 90 days of the contract year. On any contract date anniversary on which you are eligible for a bonus, we will calculate the applicable bonus amount. If, when added to the current GWBL benefit base, the amount is greater than your account value, that amount will become your new GWBL benefit base. If that amount is less than or equal to your account value, your GWBL benefit base will be ratcheted to equal your account value, and the 5% deferral bonus will not apply. If you opt out of the Annual Ratchet (as discussed immediately above), the 5% deferral bonus will still apply. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your GWBL benefit base will be increased by the amount of the contribution. Your Guaranteed annual withdrawal amount will be equal to the Applicable percentage of the increased GWBL benefit base. GWBL GUARANTEED MINIMUM DEATH BENEFIT There are two guaranteed minimum death benefits available if you elect the GWBL option: (i) the GWBL Standard death benefit, which is available at no additional charge for owner issue ages 45-85, and (ii) the GWBL Enhanced death benefit, which is available for an additional charge for owner issue ages 45-75. Please see Appendix VI later in this Prospectus to see if these guaranteed death benefits are available in your state. The GWBL Standard death benefit is equal to the GWBL Standard death benefit base. The GWBL Standard death benefit base is equal to 38 CONTRACT FEATURES AND BENEFITS your initial contribution and any additional contributions less a deduction that reflects any withdrawals you make (see "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus). The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit base. Your initial GWBL Enhanced death benefit base is equal to your initial contribution and will increase or decrease, as follows: o Your GWBL Enhanced death benefit base increases by any subsequent contribution; o Your GWBL Enhanced death benefit base increases to equal your account value if your GWBL benefit base is ratcheted, as described above in this section; o Your GWBL Enhanced death benefit base increases by any 5% deferral bonus, as described above in this section; o Your GWBL Enhanced death benefit base decreases by an amount which reflects any withdrawals you make See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. The death benefit is equal to your account value (without adjustment for any otherwise applicable market value adjustment) as of the date we receive satisfactory proof of death, any required instructions for method of payment, information and forms necessary to effect payment or the applicable GWBL Guaranteed minimum death benefit on the date of the owner's death (adjusted for any subsequent withdrawals), whichever provides a higher amount. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o Your Accumulator(R) Select(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the Accumulator(R) Select(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under your Accumulator(R) Select(SM) contract. o No subsequent contributions will be permitted. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual withdrawal amount for that contract year in a lump sum. Payment of the Guaranteed annual withdrawal amount will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. o Any guaranteed minimum death benefit remaining under the original contract will be carried over to the supplementary life annuity contract. The death benefit will no longer grow and will be reduced on a dollar for dollar basis as payments are made. If there is any remaining death benefit upon the death of the owner and successor owner, if applicable, we will pay it to the beneficiary. o The charge for the Guaranteed withdrawal benefit for life and the GWBL Enhanced death benefit will no longer apply. o If at the time of your death the Guaranteed annual withdrawal amount was being paid to you as a supplementary life annuity contract, your beneficiary may not elect the Beneficiary continuation option. OTHER IMPORTANT CONSIDERATIONS o This benefit is not appropriate if you do not intend to take withdrawals prior to annuitization. o Excess withdrawals can significantly reduce or completely eliminate the value of the GWBL and GWBL Enhanced death benefit. See "Effect of Excess withdrawals" above in this section and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o Withdrawals are not considered annuity payments for tax purposes, and may be subject to an additional 10% Federal income tax penalty before age 59-1/2. See "Tax information" later in this Prospectus. o All withdrawals reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual withdrawal amount in any contract year, you may not add the remainder to your Guaranteed annual withdrawal amount in any subsequent year. o The GWBL benefit terminates if the contract is continued under the beneficiary continuation option or under the Spousal continuation feature if the spouse is not the successor owner. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual withdrawal amount, all benefits under the contract will terminate, including the GWBL benefit. o If you transfer ownership of this contract, you terminate the GWBL benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. CONTRACT FEATURES AND BENEFITS 39 o Withdrawals are available under other annuity contracts we offer and this contract without purchasing a withdrawal benefit. o For IRA and TSA contracts, if you have to take a required minimum distribution ("RMD") and it is your first withdrawal under the contract, the RMD will be considered your "first withdrawal" for the purposes of establishing your GWBL Applicable percentage. o If you elect GWBL on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. PRINCIPAL GUARANTEE BENEFITS We offer two 10-year Principal guarantee benefits at an additional charge: the 100% Principal guarantee benefit and the 125% Principal guarantee benefit. You may only elect one Principal guarantee benefit ("PGB"). 100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100% Principal guarantee benefit is equal to your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 100% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the permitted variable investment options. 125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125% Principal guarantee benefit is equal to 125% of your initial contribution and additional permitted contributions, adjusted for withdrawals. Under the 125% Principal guarantee benefit, your investment options are limited to the guaranteed interest option and the AXA Moderate Allocation portfolio. Under both Principal guarantee benefits, if, on the 10th contract date anniversary (or later if you've exercised a reset as explained below) ("benefit maturity date"), your account value is less than the guaranteed amount, we will increase your account value to equal the applicable guaranteed amount. Any such additional amounts added to your account value will be allocated pursuant to the allocation instructions for additional contributions we have on file. After the benefit maturity date, the guarantee will terminate. You have the option to reset (within 30 days following each applicable contract date anniversary) the guaranteed amount to the account value or 125% of the account value, as applicable, as of your fifth and later contract date anniversaries. If you exercise this option, you are eligible for another reset on each fifth and later contract date anniversary after the last reset up to the contract date anniversary following an owner's 85th birthday. If you elect to reset the guaranteed amount, your benefit maturity date will be extended to be the 10th contract date anniversary after the anniversary on which you reset the guaranteed amount. This extension applies each time you reset the guaranteed amount. Neither PGB is available under Inherited IRA contracts. If you elect either PGB, you may not elect the Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life, the systematic withdrawals option or the substantially equal withdrawals options. Also, the 12 month dollar cost averaging program is not available if you elect one of the PGB options. If you purchase a PGB, you may not make additional contributions to your contract after six months from the contract issue date. If you are planning to take required minimum distributions from this contract, this benefit may not be appropriate. See "Tax information" later in this Prospectus. If you elect a PGB and change ownership of the contract, your PGB will automatically terminate, except under certain circumstances. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information," later in this Prospectus for more information. Once you purchase a PGB, you may not voluntarily terminate this benefit. Your PGB will terminate if the contract terminates before the benefit maturity date, as defined below. If you die before the benefit maturity date and the contract continues, we will continue the PGB only if the contract can continue through the benefit maturity date. If the contract cannot so continue, we will terminate your PGB and the charge. See "Non-spousal joint owner contract continuation" in "Payment of death benefit" later in this Prospectus. The PGB will terminate upon the exercise of the beneficiary continuation option. See "Payment of death benefit" later in this Prospectus for more information about the continuation of the contract after the death of the owner and/or the annuitant. There is a charge for the Principal guarantee benefits (see "Charges and expenses" later in this Prospectus). You should note that the purchase of a PGB is not appropriate if you want to make additional contributions to your contract beyond the first six months after your contract is issued. The purchase of a PGB is also not appropriate if you plan on terminating your contract before the benefit maturity date. The purchase of a PGB may not be appropriate if you plan on taking withdrawals from your contract before the benefit maturity date. Withdrawals from your contract before the benefit maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You should also note that if you intend to allocate a large percentage of your contributions to the guaranteed interest option, the purchase of a PGB may not be appropriate because of the guarantees already provided by this option at no additional charge. Please note that loans (applicable to TSA contracts only) are not permitted under either PGB. INHERITED IRA BENEFICIARY CONTINUATION CONTRACT This contract is available to an individual beneficiary of a traditional IRA or a Roth IRA where the deceased owner held the individual retirement account or annuity (or Roth individual retirement account or annuity) with an insurance company or financial institution other than AXA Equitable. The purpose of the inherited IRA beneficiary continuation contract is to permit the beneficiary to change the funding vehicle that the deceased owner selected ("original IRA") while taking the required minimum distribution payments that must be made to the beneficiary after the deceased owner's death. See the discussion of required minimum distributions under "Tax information." This contract is intended only for beneficiaries who want to take payments at least 40 CONTRACT FEATURES AND BENEFITS annually over their life expectancy. These payments generally must begin (or must have begun) no later than December 31 of the calendar year following the year the deceased owner died. This contract is not suitable for beneficiaries electing the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA contracts" under "Beneficiary continuation option" in "Payment of death benefit" later in this Prospectus. You should discuss with your tax adviser your own personal situation. This contract may not be available in all states. Please speak with your financial professional for further information. The Inherited traditional IRA is also available to non-spousal beneficiaries of deceased plan participants in qualified plans, 403(b) arrangements and governmental employer 457(b) plans ("Applicable Plan(s)"). In this discussion, unless otherwise indicated, references to "deceased owner" include "deceased plan participant": references to "original IRA" include "the deceased plan participant's interest or benefit under the Applicable Plan", and references to "individual beneficiary of a traditional IRA" include "individual non-spousal beneficiary under an Applicable Plan." The inherited IRA beneficiary continuation contract can only be purchased by a direct transfer of the beneficiary's interest under the deceased owner's original IRA. In the case of a non-spousal beneficiary under a deceased plan participant's Applicable Plan, the Inherited traditional IRA can only be purchased by a direct rollover of the death benefit under the Applicable Plan. The owner of the inherited IRA beneficiary continuation contract is the individual who is the beneficiary of the original IRA. (Certain trusts with only individual beneficiaries will be treated as individuals for this purpose). The contract must also contain the name of the deceased owner. In this discussion, "you" refers to the owner of the inherited IRA beneficiary continuation contract. The inherited IRA beneficiary continuation contract can be purchased whether or not the deceased owner had begun taking required minimum distribution payments during his or her life from the original IRA or whether you had already begun taking required minimum distribution payments of your interest as a beneficiary from the deceased owner's original IRA. You should discuss with your own tax adviser when payments must begin or must be made. Under the inherited IRA beneficiary continuation contract: o You must receive payments at least annually (but can elect to receive payments monthly or quarterly). Payments are generally made over your life expectancy determined in the calendar year after the deceased owner's death and determined on a term certain basis. o You must receive payments from this contract even if you are receiving payments from another IRA of the deceased owner in an amount that would otherwise satisfy the amount required to be distributed from this contract. o The beneficiary of the original IRA will be the annuitant under the inherited IRA beneficiary continuation contract. In the case where the beneficiary is a "See Through Trust," the oldest beneficiary of the trust will be the annuitant. o An inherited IRA beneficiary continuation contract is not available for owners over age 70. o The initial contribution must be a direct transfer from the deceased owner's original IRA and is subject to minimum contribution amounts. See "How you can purchase and contribute to your contract" earlier in this section. o Subsequent contributions of at least $1,000 are permitted but must be direct transfers of your interest as a beneficiary from another IRA with a financial institution other than AXA Equitable, where the deceased owner is the same as under the original IRA contract. A non-spousal beneficiary under an Applicable Plan cannot make subsequent contributions to an Inherited traditional IRA contract. o You may make transfers among the investment options. o You may choose at any time to withdraw all or a portion of the account value. Any partial withdrawal must be at least $300. o The Guaranteed minimum income benefit, Spousal continuation, 12-month dollar cost averaging program, automatic investment program, Principal guarantee benefits, the Guaranteed withdrawal benefit for life and systematic withdrawals are not available under the Inherited IRA beneficiary continuation contract. o If you die, we will pay to a beneficiary that you choose the greater of the account value or the applicable death benefit. o Upon your death, your beneficiary has the option to continue taking required minimum distributions based on your remaining life expectancy or to receive any remaining interest in the contract in a single sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If your beneficiary elects to continue to take distributions, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value as of the date we receive satisfactory proof of death and any required instructions, information and forms. If you had elected any enhanced death benefits, they will no longer be in effect and charges for such benefits will stop. The Guaranteed minimum death benefit will also no longer be in effect. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional and/or see Appendix VI to find out what applies in your state. Generally, your refund will be the same as any other surrender and you will receive your account value (less loan reserve account under Rollover TSA contracts) under the contract on the day we receive notification of your decision to cancel the contract, which will reflect (i) CONTRACT FEATURES AND BENEFITS 41 any investment gain or loss in the variable investment options (less the daily charges we deduct), (ii) any guaranteed interest in the guaranteed interest option, and (iii) any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract. Some states, however, require that we refund the full amount of your contribution (not reflecting (i), (ii) or (iii) above). For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth Conversion IRA contract, you may cancel your Roth Conversion IRA contract and return to a Rollover IRA contract. Our processing office, or your financial professional, can provide you with the cancellation instructions. 42 CONTRACT FEATURES AND BENEFITS 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in: (i) the variable investment options; (ii) the guaranteed interest option; (iii) market adjusted amounts in the fixed maturity options; and (iv) the loan reserve account (applicable to TSA contracts only). Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the total amount or a pro rata portion of the annual administrative charge, as well as optional benefit charges; and (ii) the amount of any outstanding loan plus accrued interest (applicable to TSA contracts only). Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option, less daily charges for: (i) mortality and expense; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) increased to reflect additional contributions; (iii) decreased to reflect a withdrawal; (iv) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option; or (v) increased or decreased to reflect a transfer of your loan amount from or to the loan reserve account under a TSA contract. In addition, when we deduct the enhanced death benefit, Guaranteed minimum income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for life and/or Earnings enhancement benefit charges, the number of units credited to your contract will be reduced. Your units are also reduced when we deduct the annual administrative charge. A description of how unit values are calculated is found in the SAI. YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION Your value in the guaranteed interest option at any time will equal: your contributions and transfers to that option, plus interest, minus withdrawals out of the option, and charges we deduct. YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS Your value in each fixed maturity option at any time before the maturity date is the market adjusted amount in each option, which reflects withdrawals out of the option and charges we deduct. This is equivalent to your fixed maturity amount increased or decreased by the market value adjustment. Your value, therefore, may be higher or lower than your contributions (less withdrawals) accumulated at the rate to maturity. At the maturity date, your value in the fixed maturity option will equal its maturity value, provided there have been no withdrawals or transfers. INSUFFICIENT ACCOUNT VALUE Your contract will terminate without value if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any applicable guaranteed benefits, except as discussed below. See Appendix VI later in this Prospectus for any state variations with regard to terminating your contract. GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances, even if your account value falls to zero, your Guaranteed minimum income benefit will still have value. Please see "Contract features and benefits" earlier in this Prospectus for information on this feature. PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account value is insufficient to pay charges, we will not terminate your contract if you are participating in a PGB. Your contract will remain in force and we will pay your guaranteed amount at the benefit maturity date. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal benefit for life and your account value falls to zero due to a GWBL Excess withdrawal, we will terminate your contract and you will receive no payment or supplementary life annuity contract, even if your GWBL benefit base is greater than zero. If, however, your account DETERMINING YOUR CONTRACT'S VALUE 43 value falls to zero, either due to a withdrawal or surrender that is not a GWBL Excess withdrawal or due to a deduction of charges, the benefit will still have value. See "Contract features and benefits" earlier in this Prospectus. 44 DETERMINING YOUR CONTRACT'S VALUE 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE At any time before the date annuity payments are to begin, you can transfer some or all of your account value among the investment options, subject to the following: o You may not transfer to a fixed maturity option that has a rate to maturity of 3%. o You may not transfer any amount to the 12-month dollar cost averaging program. o If an owner or annuitant is age 76-80, you must limit your transfers to fixed maturity options with maturities of seven years or less. If an owner or annuitant is age 81 or older, you must limit your transfers to fixed maturity options of five years or less. Also, the maturity dates may be no later than the date annuity payments are to begin. o If you make transfers out of a fixed maturity option other than at its maturity date, the transfer may cause a market value adjustment. o A transfer into the guaranteed interest option will not be permitted if such transfer would result in more than 25% of the account value being allocated to the guaranteed interest option, based on the account value as of the previous business day. In addition, we reserve the right to restrict transfers among variable investment options including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. The maximum amount that may be transferred from the guaranteed interest option to any investment option (including amounts transferred pursuant to the fixed-dollar option and interest sweep option dollar cost averaging programs described under "Allocating your contributions" in "Contract features and benefits" earlier in this Prospectus) in any contract year is the greatest of: (a) 25% of the amount you have in the guaranteed interest option on the last day of the prior contract year; or (b) the total of all amounts transferred at your request from the guaranteed interest option to any of the Investment options in the prior contract year; or (c) 25% of amounts transferred or allocated to the guaranteed interest option during the current contract year. From time to time, we may remove the restrictions regarding transferring amounts out of the guaranteed interest option. If we do so, we will tell you. We will also tell you at least 45 days in advance of the day that we intend to reimpose the transfer restrictions. When we reimpose the transfer restrictions, if any dollar cost averaging transfer out of the guaranteed interest option causes a violation of the 25% outbound restriction, that dollar cost averaging program will be terminated for the current contract year. A new dollar cost averaging program can be started in the next or subsequent contract years. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contracts features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 45 which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (the "affiliated trusts"), as well as investment options with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the affiliated trusts, the "trusts"). The affiliated trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the affiliated trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, no trust available under the contract had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer two rebalancing programs that you can use to automatically reallocate your account value among your investment options. Option I allows you to rebalance your account value among the variable investment options. Option II allows you to rebalance among the variable investment options and the guaranteed interest option. Under both options, rebalancing is not available for amounts you have allocated to the fixed maturity options. In order to participate in one of our rebalancing programs, you must tell us: (a) the percentage you want invested in each investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semi-annually, or annually on a contract year basis) Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. You may elect a rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while a rebalancing program is in effect, we will process the transfer as requested. Your rebalancing allocations will not be changed, and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. - -------------------------------------------------------------------------------- REBALANCING DOES NOT ASSURE A PROFIT OR PROTECT AGAINST LOSS. YOU SHOULD PERIODICALLY REVIEW YOUR ALLOCATION PERCENTAGES AS YOUR NEEDS CHANGE. YOU MAY WANT TO DISCUSS THE REBALANCING PROGRAM WITH YOUR FINANCIAL PROFESSIONAL BEFORE ELECTING THE PROGRAM. - -------------------------------------------------------------------------------- While your rebalancing program is in effect, we will transfer amounts among the investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. If you select Option II, you will be subject to our rules regarding transfers from the guaranteed interest option to the variable investment options. These rules are described in "Transferring your account value" 46 TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS earlier in this section. Under Option II, a transfer into or out of the guaranteed interest option to initiate the rebalancing program will not be permitted if such transfer would violate these rules. If this occurs, the rebalancing program will not go into effect. You may not elect Option II if you are participating in any dollar cost averaging program. If you elect a benefit that limits your variable investment options, those limitations will also apply to the rebalancing programs. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 47 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value before annuity payments begin. The table below shows the methods available under each type of contract. More information follows the table. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum death benefit and Principal guarantee benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. - -------------------------------------------------------------------------------- Method of withdrawal ----------------------------------------------------- Pre-age Lifetime 59-1/2 required Substantially minimum Contract Partial Systematic equal distribution - -------------------------------------------------------------------------------- NQ Yes Yes No No - -------------------------------------------------------------------------------- Rollover IRA Yes Yes Yes Yes - -------------------------------------------------------------------------------- Roth Conversion Yes Yes Yes No IRA - -------------------------------------------------------------------------------- Rollover TSA* Yes Yes No Yes - -------------------------------------------------------------------------------- Inherited IRA Yes No No ** - -------------------------------------------------------------------------------- * For some Rollover TSA contracts, your ability to take withdrawals, loans or surrender your contract may be limited. You must provide withdrawal restriction information when you apply for a contract. See "Tax Sheltered Annuity contracts (TSAs)" in "Tax information" later in this Prospectus. ** This contract pays out post-death required minimum distributions. See "Inherited beneficiary contract" in "Contract, features and benefits" earlier in this Prospectus. AUTOMATIC PAYMENT PLANS (For contracts with GWBL only) You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will increase on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual withdrawal amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual Ratchet or 5% deferral bonus. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. If your selected scheduled payment would cause an Excess withdrawal, we will notify you. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the Guaranteed withdrawal benefit for life benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS (All contracts) You may take partial withdrawals from your account value at any time. (Rollover TSA contracts may have restrictions.) The minimum amount you may withdraw is $300. Under Rollover TSA contracts, if a loan is outstanding, you may only take partial withdrawals as long as the cash value remaining after any withdrawal equals at least 10% of the outstanding loan plus accrued interest. Any request for a partial withdrawal will terminate your participation in either the Maximum payment plan or Customized payment plan, if applicable. SYSTEMATIC WITHDRAWALS (All contracts except Inherited IRAs) You may take systematic withdrawals of a particular dollar amount or a particular percentage of your account value. (Rollover TSA contracts may have restrictions). 48 ACCESSING YOUR MONEY You may take systematic withdrawals on a monthly, quarterly or annual basis as long as the withdrawals do not exceed the following percentages of your account value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you may take in each systematic withdrawal is $250. If the amount withdrawn would be less than $250 on the date a withdrawal is to be taken, we will not make a payment and we will terminate your systematic withdrawal election. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. If you do not select a date, we will make the withdrawals on the same calendar day of the month as the contract date. You must wait at least 28 days after your contract is issued before your systematic withdrawals can begin. You may elect to take systematic withdrawals at any time. If you own an IRA contract, you may elect this withdrawal method only if you are between ages 59-1/2 and 70-1/2. You may change the payment frequency, or the amount or percentage of your systematic withdrawals, once each contract year. However, you may not change the amount or percentage in any contract year in which you have already taken a partial withdrawal. You can cancel the systematic withdrawal option at any time. Systematic withdrawals are not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. SUBSTANTIALLY EQUAL WITHDRAWALS (All Rollover IRA and Roth Conversion IRA contracts) We offer our "substantially equal withdrawals option" to allow you to receive distributions from your account value without triggering the 10% additional federal income tax penalty, which normally applies to distributions made before age 59-1/2. See "Tax information" later in this Prospectus. We use one of the IRS-approved methods for doing this; this is not the exclusive method of meeting this exception. After consultation with your tax adviser, you may decide to use another method which would require you to compute amounts yourself and request partial withdrawals. Once you begin to take substantially equal withdrawals, you should not stop them or change the pattern of your withdrawals until after the later of age 59-1/2 or five full years after the first withdrawal. If you stop or change the withdrawals or take a partial withdrawal, you may be liable for the 10% federal tax penalty that would have otherwise been due on prior withdrawals made under this option and for any interest on the delayed payment of the penalty. In accordance with IRS guidance, an individual who has elected to receive substantially equal withdrawals may change, without penalty, from one of the IRS-approved methods of calculating fixed payments to another IRS-approved method (similar to the required minimum distribution rules) of calculating payments which vary each year. You may elect to take substantially equal withdrawals at any time before age 59-1/2. We will make the withdrawal on any day of the month that you select as long as it is not later than the 28th day of the month. You may not elect to receive the first payment in the same contract year in which you took a partial withdrawal. We will calculate the amount of your substantially equal withdrawals using the IRS-approved method we offer. The payments will be made monthly, quarterly or annually as you select. These payments will continue until we receive written notice from you to cancel this option or you take a partial withdrawal. You may elect to start receiving substantially equal withdrawals again, but the payments may not restart in the same contract year in which you took a partial withdrawal. We will calculate the new withdrawal amount. The substantially equal withdrawal program is not available if you have elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for life. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. If you have elected certain additional benefits, such as the Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts withdrawn from the contract to meet RMDs will reduce the benefit base and may limit the utility of the benefit. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Currently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. - -------------------------------------------------------------------------------- FOR ROLLOVER IRA AND ROLLOVER TSA CONTRACTS, WE WILL SEND A FORM OUTLINING THE DISTRIBUTION OPTIONS AVAILABLE IN THE YEAR YOU REACH AGE 70-1/2 (IF YOU HAVE NOT BEGUN YOUR ANNUITY PAYMENTS BEFORE THAT TIME). - -------------------------------------------------------------------------------- Under Rollover TSA contracts, you may not elect our automatic RMD service if a loan is outstanding. FOR CONTRACTS WITH GWBL. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. ACCESSING YOUR MONEY 49 Also, the partial withdrawals may cause an Excess withdrawal. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual withdrawal amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all withdrawals made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals even if those withdrawals are less than your lifetime required minimum distribution payment. FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse guarantee will not be terminated if a required minimum distribution payment using our automatic RMD service causes your cumulative withdrawals in the contract year to exceed 6% of the Roll- Up benefit base (as of the beginning of the contract year or in the first contract year, all contributions received within the first 90 days). Owners of tax-qualified contracts (IRA and TSA) generally should not reset the Roll-Up benefit base if lifetime required minimum distributions must begin before the end of the new exercise waiting period. See "Guaranteed minimum death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset." in "Contract features and benefits" earlier in this Prospectus. HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If there is insufficient value or no value in the variable investment options, and the guaranteed interest option, any additional amount of the withdrawal required or the total amount of the withdrawal will be withdrawn from the fixed maturity options in the order of the earliest maturity date(s) first. If the contract is surrendered or annuitized or a death benefit is paid, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to withdrawals from the fixed maturity options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS In general, withdrawals (including RMDs) will reduce your guaranteed benefits on a pro rata basis. Reduction on a pro rata basis means that we calculate the percentage of your current account value that is being withdrawn and we reduce your current benefit by the same percentage. For example, if your account value is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account value. If your benefit was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be $24,000 ($40,000 - $16,000). With respect to the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit, withdrawals will reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in a contract year is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the most recent contract date anniversary, if later. For this purpose, in the first contract year, all contributions received in the first 90 days after contract issue will be considered to have been received on the first day of the contract year. In subsequent contract years, additional contributions made during the contract year do not affect the amount of withdrawals that can be taken on a dollar-for-dollar basis in that contract year. Once a withdrawal is taken that causes the sum of withdrawals in a contract year to exceed 6% of the benefit base on the most recent anniversary, that entire withdrawal (including RMDs) and any subsequent withdrawals in that same contract year will reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a pro rata basis. HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes cumulative withdrawals in a contract year to exceed the Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal amount, however, can significantly reduce your GWBL benefit base and Guaranteed annual withdrawal amount. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "Our Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus. Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard death benefit base and GWBL Enhanced death benefit base are reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base is greater than your account value (after the Excess withdrawal), we will further reduce your GWBL Enhanced death benefit base to equal your account value. WITHDRAWALS TREATED AS SURRENDERS If you request to withdraw more than 90% of a contract's current cash value, we will treat it as a request to surrender the contract for its cash value. In addition, we have the right to pay the cash value and terminate this contract if no contributions are made during the last three completed contract years, and the account value is less than $500, or if you make a withdrawal that would result in a cash value of less than $500. The rules in the preceding sentence do not apply if the Guaranteed minimum income benefit no lapse guarantee is in effect on your contract. See "Surrendering your contract to receive its cash value" below. For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. 50 ACCESSING YOUR MONEY SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat a withdrawal request that results in a withdrawal in excess of 90% of the contract's cash value as a request to surrender the contract unless it is a GWBL Excess withdrawal. In addition, we will not terminate your contract if either your account value or cash value falls below $500, unless it is due to a GWBL Excess withdrawal. In other words, if you take a GWBL Excess withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your GWBL benefit base is greater than zero. Please also see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. Please also see "Guaranteed withdrawal benefit for life" in "Contract features and benefits," earlier in this Prospectus, for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. LOANS UNDER ROLLOVER TSA CONTRACTS You may take loans from a Rollover TSA unless restricted by the employer who provided the Rollover TSA funds. If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the funds told us when you purchased your contract. The employer must also tell us whether special employer plan rules of the Employee Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan while you are enrolled in our "automatic required minimum distribution (RMD) service." You should read the terms and conditions on our loan request form carefully before taking out a loan. Under Rollover TSA contracts subject to ERISA, you may only take a loan with the written consent of your spouse. If you elect the GWBL option or a PGB, loans are not permitted. Your contract contains further details of the loan provision. Please see Appendix VI later in this Prospectus for any state restrictions you may be subject to if you take a loan from a Rollover TSA contract. Also, see "Tax information" later in this Prospectus for general rules applicable to loans. We will permit you to have only one loan outstanding at a time. The minimum loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your account value, subject to any limits under the federal income tax rules. The term of a loan is five years. However, if you use the loan to acquire your primary residence, the term is 10 years. The term may not extend beyond the earliest of: (1) the date annuity payments begin, (2) the date the contract terminates, and (3) the date a death benefit is paid (the outstanding loan, including any accrued but unpaid loan interest, will be deducted from the death benefit amount). A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. Interest will accrue daily on your outstanding loan at a rate we set. The loan interest rate will be equal to the Moody's Corporate Bond Yield Averages for Baa bonds for the calendar month ending two months before the first day of the calendar quarter in which the rate is determined. LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the amount of your loan to the "loan reserve account." Unless you specify otherwise, we will subtract your loan on a pro rata basis from your value in the variable investment options and the guaranteed interest option. If those amounts are insufficient, any additional amount of the loan will be subtracted from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment may apply. If such fixed maturity amounts are insufficient, we will deduct all or a portion of the loan from the account for 12-month dollar cost averaging. For the period of time your loan is outstanding, the loan reserve account rate we will credit will equal the loan interest rate minus a maximum rate of 2%. On each contract date anniversary after the date the loan is processed, we will transfer the amount of interest earned in the loan reserve account to the variable investment options on a pro rata basis. When you make a loan repayment, unless you specify otherwise, we will transfer the dollar amount of the loan repaid from the loan reserve account to the investment options according to the allocation percentages we have on our records. The tax consequences of failure to repay a loan when due are substantial and may result in severe restrictions on your ability to borrow amounts under any plans of your employer in the future. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while an owner is living (or for contracts with non-natural owners while the annuitant is living) and before you begin to receive annuity payments. (Rollover TSA contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the Guaranteed withdrawal benefit for life (if applicable) if your cash value is greater than your Guaranteed annual withdrawal amount remaining that year. If your cash value is not greater than your Guaranteed annual withdrawal amount remaining that year, then you will receive a supplementary life annuity contract. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income benefit no lapse guarantee is in effect, the benefit will terminate without value if your cash value plus any other withdrawals taken in the contract year exceed 6% of the Roll-Up benefit base (as of the beginning of the contract year). For more information, please see "Insufficient account value" in "Determining your contract value" and Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuity payout options. See "Your annuity payout options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. ACCESSING YOUR MONEY 51 WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include applying proceeds to a variable annuity, payment of a death benefit, payment of any amount you withdraw and, upon surrender, payment of the cash value. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We can defer payment of any portion of your value in the guaranteed interest option and fixed maturity options (other than for death benefits) for up to six months while you are living. We also may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery or wire transfer service at your expense. YOUR ANNUITY PAYOUT OPTIONS Deferred annuity contracts such as Accumulator(R) Select(SM) provide for conversion to payout status at or before the contract's "maturity date." This is called annuitization. When your contract is annuitized, your Accumulator(R) Select(SM) contract and all its benefits will terminate and you will receive a supplemental annuity payout contract ("payout option") that provides periodic payments for life or for a specified period of time. In general, the periodic payment amount is determined by the account value or cash value of your Accumulator(R) Select(SM) contract at the time of annuitization and the annuity purchase factor to which that value is applied, as described below. Alternatively, if you have a Guaranteed minimum income benefit, you may exercise your benefit in accordance with its terms. Your Accumulator(R) Select(SM) contract guarantees that upon annuitization, your annuity account value will be applied to a guaranteed annuity purchase factor for a life annuity payout option. In addition, you may apply your account value or cash value, whichever is applicable, to any other annuity payout option that we may offer at the time of annuitization. We currently offer you several choices of annuity payout options. Some enable you to receive fixed annuity payments, which can be either level or increasing, and others enable you to receive variable annuity payments. Please see Appendix VI later in this Prospectus for variations that may apply in your state. You can choose from among the annuity payout options listed below. Restrictions may apply, depending on the type of contract you own or the owner's and annuitant's ages at contract issue. In addition, if you are exercising your Guaranteed minimum income benefit, your choice of payout options are those that are available under the Guaranteed minimum income benefit (see "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose to annuitize your contract, the Guaranteed withdrawal benefit for life will terminate without value even if your GWBL benefit base is greater than zero. Payments you receive under the annuity payout option you select may be less than you would have received under GWBL. See "Guaranteed withdrawal benefit for life" in "Contract features and benefits" earlier in this Prospectus for further information. - -------------------------------------------------------------------------------- Fixed annuity payout options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity payout options Life annuity with period certain - -------------------------------------------------------------------------------- Income Manager(SM) payout options Life annuity with period certain (available for owners and annu- Period certain annuity itants age 83 or less at contract issue) - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this payout option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contracts that you will receive if you do not elect a different payout option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This payout option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life and, after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. 52 ACCESSING YOUR MONEY FIXED ANNUITY PAYOUT OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity payout option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of AXA Premier VIP Trust and EQ Advisors Trust. The contract also offers a fixed income annuity payout option that can be elected in combination with the variable annuity payout option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. INCOME MANAGER(SM) PAYOUT OPTIONS The Income Manager(SM) payout annuity contracts differ from the other payout annuity contracts. The other payout annuity contracts may provide higher or lower income levels, but do not have all the features of the Income Manager(SM) payout annuity contract. You may request an illustration of the Income Manager(SM) payout annuity contract from your financial professional. Income Manager(SM) payout options are described in a separate prospectus that is available from your financial professional. Before you select an Income Manager(SM) payout option, you should read the prospectus which contains important information that you should know. Both NQ and IRA Income Manager(SM) payout options provide guaranteed level payments. The Income Manager(SM) (life annuity with period certain) also provides guaranteed increasing payments (NQ contracts only). For Rollover TSA contracts, if you want to elect an Income Manager(SM) payout option, we will first roll over amounts in such contract to a Rollover IRA contract with the plan participant as owner. You must be eligible for a distribution under the Rollover TSA contract. You may choose to apply only part of the account value of your Accumulator(R) Select(SM) contract to an Income Manager(SM) payout annuity. In this case, we will consider any amounts applied as a withdrawal from your Accumulator(R) Select(SM). For the tax consequences of withdrawals, see "Tax information" later in this Prospectus. The Income Manager(SM) payout options are not available in all states. If you purchase an Income Manager(SM) contract in connection with the exercise of the Guaranteed minimum income option, different payout options may apply, as well as various other differences. See "Guaranteed minimum income benefit option" in "Contract features and benefits" earlier in this Prospectus, as well as the Income Manager(SM) prospectus. THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION The amount applied to purchase an annuity payout option varies, depending on the payout option that you choose. If amounts in a fixed maturity option are used to purchase any annuity payout option prior to the maturity date, a market value adjustment will apply. SELECTING AN ANNUITY PAYOUT OPTION When you select a payout option, we will issue you a separate written agreement confirming your right to receive annuity payments. We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than thirteen months from the Accumulator(R) Select(SM) contract date. Except with respect to the Income Manager(SM) annuity payout options, where payments are made on the 15th day of each month, you can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments, or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect a payout option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen. If you select an annuity payout option and payments have begun, no change can be made other than: (i) transfers (if permitted in the future) among the variable investment options if a Variable Immediate Annuity payout option is selected; and (ii) withdrawals or contract surrender (subject to a market value adjustment) if an Income Manager(SM) payout option is chosen. ANNUITY MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If you elect the Guaranteed withdrawal benefit for life and your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the Guaranteed withdrawal benefit for life. As described in "Contract features and benefits" under "Guaranteed withdrawal benefit for life," these payments will ACCESSING YOUR MONEY 53 have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." If the enhanced death benefit had been elected, its value as of the date the annuity payout contract is issued will become your minimum death benefit, and it will no longer increase. The minimum death benefit will be reduced dollar for dollar by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix VI later in this Prospectus for variations that may apply in your state. 54 ACCESSING YOUR MONEY 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o On each contract date anniversary -- an annual administrative charge, if applicable. o On each contract date anniversary, a charge for each optional benefit that you elect: a death benefit (other than the Standard and GWBL Standard death benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal benefit for life; and the Earnings enhancement benefit. o On any contract date anniversary on which you are participating in a PGB -- a charge for a PGB. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section . The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES MORTALITY AND EXPENSE RISKS CHARGE. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Standard guaranteed minimum death benefit. The daily charge is equivalent to an annual rate of 1.10% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. ADMINISTRATIVE CHARGE. We deduct a daily charge from the net assets in each variable investment option to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.25% of the net assets in each variable investment option. DISTRIBUTION CHARGE. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.35% of the net assets in each variable investment option. ANNUAL ADMINISTRATIVE CHARGE We deduct an administrative charge from your account value on each contract date anniversary. We deduct the charge if your account value on the last business day of the contract year is less than $50,000. If your account value on such date is $50,000 or more, we do not deduct the charge. During the first two contract years, the charge is equal to $30 or, if less, 2% of your account value. The charge is $30 for contract years three and later. We will deduct this charge from your value in the variable investment options and the guaranteed interest option (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if available) in the order of the earliest maturity date(s) first. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. CHARGES AND EXPENSES 55 If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM DEATH BENEFIT CHARGE ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.25% of the Annual Ratchet to age 85 benefit base. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.65% of the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 benefit base. GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect the GWBL option. If you elect this enhanced death benefit, we deduct a charge annually from your account value on each contract date anniversary. The charge is equal to 0.30% of the GWBL Enhanced death benefit base. We will deduct this charge from your value in the variable investment options (or, if applicable, the permitted variable investment options) and the guaranteed interest option on a pro rata basis (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options (if applicable) in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional charge for these standard death benefits. PRINCIPAL GUARANTEE BENEFITS CHARGE If you purchase a PGB, we deduct a charge annually from your account value on each contract date anniversary on which you are participating in a PGB. The charge is equal to 0.50% of the account value for the 100% Principal guarantee benefit and 0.75% of the account value for the 125% Principal guarantee benefit. We will continue to deduct the charge until your benefit maturity date. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state) on a pro rata basis. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. GUARANTEED MINIMUM INCOME BENEFIT CHARGE If you elect the Guaranteed minimum income benefit, we deduct a charge annually from your account value on each contract date anniversary until such time as you exercise the Guaranteed minimum income benefit, elect another annuity payout option, or the contract date anniversary after the owner reaches 85, whichever occurs first. The charge is equal to 0.65% of the applicable benefit base in effect on the contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis (see Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state). If those amounts are still insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. A market value adjustment will apply to deductions from the fixed maturity options. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. EARNINGS ENHANCEMENT BENEFIT CHARGE If you elect the Earnings enhancement benefit, we deduct a charge annually from your account value on each contract date anniversary for which it is in effect. The charge is equal to 0.35% of the account value on each contract date anniversary. We will deduct this charge from your value in the variable investment options and the guaranteed interest option on a pro rata basis. If those amounts are insufficient, we will deduct all or a portion of the charge from the fixed maturity options in the order of the earliest maturity date(s) first. If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. A market value adjustment will apply to deductions from the fixed maturity options. If your account value is insufficient to pay this charge, your contract will terminate without value and you will lose any applicable guaranteed benefits except as noted under "Insufficient account value" in "Determining your contract value" earlier in this Prospectus. 56 CHARGES AND EXPENSES GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a charge annually as a percentage of your GWBL benefit base on each contract date anniversary. If you elect the Single Life option, the charge is equal to 0.60%. If you elect the Joint Life option, the charge is equal to 0.75%. We will deduct this charge from your value in the permitted variable investment options and the guaranteed interest option on a pro rata basis. (See Appendix VI later in this Prospectus to see if deducting this charge from the guaranteed interest option is permitted in your state.) If those amounts are insufficient, we will deduct all or a portion of the charge from the account for 12 month dollar cost averaging. If the contract is surrendered or annuitized or a death benefit is paid on a date other than a contract date anniversary, we will deduct a pro rata portion of the charge for that year. GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we reserve the right to raise the charge at the time of an Annual Ratchet. The maximum charge for the Single Life option is 0.75%. The maximum charge for the Joint Life option is 0.90%. The increased charge, if any, will apply as of the contract date anniversary on which your GWBL benefit base ratchets and on all contract date anniversaries thereafter. We will permit you to opt out of the ratchet if the charge increases. For Joint life contracts, if the successor owner or joint annuitant is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. If the successor owner or joint annuitant is dropped after withdrawals begin, the charge will continue based on a Joint life basis. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we deduct the charge from the amount applied to provide an annuity payout option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE We deduct a fee of $350 from the amount to be applied to the variable Immediate Annuity payout option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 1.40%. o 12b-1 fees of either 0.25% or 0.35%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment-related expenses, such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectuses for the Trusts. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the mortality and expense risks charge or change the minimum initial contribution requirements. We also may change the Guaranteed minimum income benefit or the Guaranteed minimum death benefit, or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for Rollover IRA and Roth Conversion IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We also may establish different rates to maturity for the fixed maturity options under different classes of contracts for group or sponsored arrangements. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, ERISA or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. CHARGES AND EXPENSES 57 6. Payment of death benefit - -------------------------------------------------------------------------------- YOUR BENEFICIARY AND PAYMENT OF BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective as of the date the written request is executed, whether or not you are living on the date the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Under jointly owned contracts, the surviving owner is considered the beneficiary, and will take the place of any other beneficiary. You may be limited as to the beneficiary you can designate in a Rollover TSA contract. Where an NQ contract is owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the estate of the minor. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary. The death benefit is equal to your account value (without adjustment for any otherwise applicable negative market value adjustment) or, if greater, the applicable Guaranteed minimum death benefit. In either case, the death benefit is increased by any amount applicable under the Earnings enhancement benefit. We determine the amount of the death benefit (other than the applicable Guaranteed minimum death benefit) and any amount applicable under the Earnings enhancement benefit, as of the date we receive satisfactory proof of the owner's (or older joint owner's, if applicable) death, any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. The amount of the applicable Guaranteed minimum death benefit will be such Guaranteed minimum death benefit as of the date of the owner's (or older joint owner's, if applicable) death adjusted for any subsequent withdrawals. For Rollover TSA contracts with outstanding loans, we will reduce the amount of the death benefit by the amount of the outstanding loan, including any accrued but unpaid interest on the date that the death benefit payment is made. Your beneficiary designation may specify the form of death benefit payout (such as a life annuity), provided the payout you elect is one that we offer both at the time of designation and when the death benefit is payable. In general, the beneficiary will have no right to change the election. You should be aware that (i) in accordance with current federal income tax rules, we apply a predetermined death benefit annuity payout election only if payment of the death benefit amount begins within one year following the date of death, which payment may not occur if the beneficiary has failed to provide all required information before the end of that period, (ii) we will not apply the predetermined death benefit payout election if doing so would violate any federal income tax rules or any other applicable law, and (iii) a beneficiary or a successor owner who continues the contract under one of the continuation options described below will have the right to change your annuity payout election. In general, if the annuitant dies, the owner (or older joint owner, if applicable) will become the annuitant, and the death benefit is not payable. EFFECT OF THE OWNER'S DEATH In general, if the owner dies while the contract is in force, the contract terminates and the applicable death benefit is paid. If the contract is jointly owned, the death benefit is payable upon the death of the older owner. If the contract has a non-natural owner, the death benefit is payable upon the death of the annuitant. For Joint life contracts with GWBL, the death benefit is paid to the beneficiary at the death of the second to die of the owner and successor owner, or the annuitant and joint annuitant, as applicable. There are various circumstances, however, in which the contract can be continued by a successor owner or under a Beneficiary continuation option ("BCO"). For contracts with spouses who are joint owners, the surviving spouse will automatically be able to continue the contract under the "Spousal continuation" feature or under our Beneficiary continuation option., as discussed below. For contracts with non-spousal joint owners, the joint owner will be able to continue the contract as a successor owner subject to the limitations discussed below under "Non-spousal joint owner contract continuation." If you are the sole owner and your spouse is the sole primary beneficiary, your surviving spouse can continue the contract as a successor owner as discussed below, under "Spousal continuation" or under our Beneficiary continuation option, as discussed below. If the beneficiary is not the surviving spouse or if the surviving joint owner is not the surviving spouse, federal income tax rules generally require payments of amounts under the contract to be made within five years of an owner's death (the "5-year rule"). In certain cases, an individual beneficiary or non-spousal surviving joint owner may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. Any such election must be made in accordance with our rules at the time of death. If the beneficiary of a contract with one owner or a younger non-spousal joint owner continues the contract under the 5-year rule, in general, all guaranteed benefits and their charges will end. If a PGB election is in effect upon your death with a benefit maturity date of less than five years from the date of death, it will remain in effect. For more information on non-spousal joint owner contract continuation, see the section immediately below. NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION Upon the death of either owner, the surviving joint owner becomes the sole owner. Any death benefit (if the older owner dies first) or cash value (if the younger owner dies first) must be fully paid to the surviving joint owner within five years. The surviving owner may instead elect to 58 PAYMENT OF DEATH BENEFIT receive a life annuity, provided payments begin within one year of the deceased owner's death. If the life annuity is elected, the contract and all benefits terminate. If the older owner dies first, we will increase the account value to equal the Guaranteed minimum death benefit, if higher, and by the value of the Earnings enhancement benefit. The surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the Guaranteed minimum death benefit and charge and the Guaranteed minimum income benefit and charge will then be discontinued. No additional contributions will be permitted. If the younger owner dies first, the surviving owner can elect to (1) take a lump sum payment; (2) annuitize within one year; (3) continue the contract for up to five years; or (4) continue the contract under the Beneficiary continuation option. If the contract continues, the death benefit is not payable, and the Guaranteed minimum death benefit and the Earnings enhancement benefit, if applicable, will continue without change. If the Guaranteed minimum income benefit cannot be exercised within the period required by federal tax laws, the benefit and charge will terminate as of the date we receive proof of death. No additional contributions will be permitted. Upon the death of either owner, if the surviving owner elects the 5-year rule and a PGB was in effect upon the owner's death with a maturity date of more than five years from the date of death, we will terminate the benefit and the charge. SPOUSAL CONTINUATION If you are the contract owner and your spouse is the sole primary beneficiary or you jointly own the contract with your spouse, your spouse may elect to continue the contract as successor owner upon your death. Spousal beneficiaries (who are not also joint owners) must be 85 or younger as of the date of the deceased spouse's death in order to continue the contract under Spousal continuation. The younger spouse joint owner (for NQ contracts only) or the spouse beneficiary (under a Single owner contract), may elect to receive the death benefit or continue the contract, as follows: o As of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary, we will increase the account value to equal the elected Guaranteed minimum death benefit as of the date of your death if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, and adjusted for any subsequent withdrawals. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. o The applicable Guaranteed minimum death benefit option may continue as follows: o If the surviving spouse is age 75 or younger on the date of your death, and you were age 84 or younger at death, the Guaranteed minimum death benefit you elected continues and will continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 75 or younger on the date of your death, and you were age 85 or older at death, we will reinstate the Guaranteed minimum death benefit you elected. The benefit base (which had previously been frozen at age 85) will now continue to grow according to its terms until the contract date anniversary following the date the surviving spouse reaches age 85. o If the surviving spouse is age 76 or over on the date of your death, the Guaranteed minimum death benefit and charge will be discontinued. o If the Guaranteed minimum death benefit continues, the Guaranteed minimum death benefit/Guaranteed minimum income benefit roll-up benefit base reset, if applicable, will be based on the surviving spouse's age at the time of your death. The next available reset will be based on the contract issue date or last reset, as applicable. o For single owner contracts with the GWBL Enhanced death benefit, we will discontinue the benefit and charge. However, we will freeze the GWBL Enhanced death benefit base as of the date of your death (less subsequent withdrawals), and pay it upon your spouse's death. o The Earnings enhancement benefit will be based on the surviving spouse's age at the date of the deceased spouse's death for the remainder of the life of the contract. If the benefit had been previously frozen because the older spouse had attained age 80, it will be reinstated if the surviving spouse is age 75 or younger. The benefit is then frozen on the contract date anniversary after the surviving spouse reaches age 80. If the surviving spouse is age 76 or older, the benefit and charge will be discontinued. o If elected, PGB continues and is based on the same benefit maturity date and guaranteed amount that was guaranteed. o The Guaranteed minimum income benefit may continue if the benefit had not already terminated and the benefit will be based on the surviving spouse's age at the date of the deceased spouse's death. See "Guaranteed minimum income benefit" in "Contract features and benefits" earlier in this Prospectus. o If you elect the Guaranteed withdrawal benefit for life on a Joint life basis, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. No additional contributions will be permitted. If you elect the Guaranteed withdrawal benefit for life on a Single life basis, the benefit and charge will terminate. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner PAYMENT OF DEATH BENEFIT 59 of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. For jointly owned NQ contracts, if the younger spouse dies first no death benefit is paid, and the contract continues as follows: o The Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit continue to be based on the older spouse's age for the life of the contract. o If the deceased spouse was the annuitant, the surviving spouse becomes the annuitant. o If a PGB had been elected, the benefit continues and is based on the same benefit maturity date and guaranteed amount. o If you elect the Guaranteed withdrawal benefit for life, the benefit and charge will remain in effect and no death benefit is payable until the death of the surviving spouse. If there is a change in owner or primary beneficiary, the Spousal continuation option will be terminated. If you divorce, Spousal continuation does not apply. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix VI later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. For Joint life contracts with GWBL, BCO is only available after the death of the second owner. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. If the election is made, then, as of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value, plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o The beneficiary replaces the deceased owner as annuitant. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, may only be elected when the NQ 60 PAYMENT OF DEATH BENEFIT contract owner dies before the annuity maturity date, whether or not the owner and the annuitant are the same person. For purposes of this discussion, "beneficiary" refers to the successor owner. This feature must be elected within 9 months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts: o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The beneficiary automatically replaces the existing annuitant. o The contract continues in your name for the benefit of your beneficiary. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o If you had elected the Guaranteed minimum income benefit, an optional enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life or the GWBL Enhanced death benefit under the contract, they will no longer be in effect and charges for such benefits will stop. Also, any Guaranteed minimum death benefit feature will no longer be in effect. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Any partial withdrawals must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. IF THE DECEASED IS THE OWNER OR THE OLDER JOINT OWNER: o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value plus any amount applicable under the Earnings enhancement benefit, adjusted for any subsequent withdrawals. IF THE DECEASED IS THE YOUNGER NON-SPOUSAL JOINT OWNER: o The annuity account value will not be reset to the death benefit amount. PAYMENT OF DEATH BENEFIT 61 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the prospectus, we discuss the current federal income tax rules that generally apply to Accumulator(R) Select(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted based on these options. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax, and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, the amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as Accumulator(R) Select(SM)'s 12 month dollar cost averaging, choice of death benefits, the Guaranteed withdrawal for life benefit, the Guaranteed minimum income benefit, selection of variable investment options, guaranteed interest option, fixed maturity options and its choices of payout options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the investment options or funds that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. You should consider the potential implication of these Regulations before you purchase this annuity contract or purchase additional features under this annuity contract. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF NONQUALIFIED ANNUITIES CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal or as an annuity payment. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT GUARANTEED WITHDRAWAL BENEFIT FOR LIFE We treat Guaranteed annual withdrawals and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are 62 TAX INFORMATION taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. EARNINGS ENHANCEMENT BENEFIT In order to enhance the amount of the death benefit to be paid at the owner's death, you may purchase an Earnings enhancement benefit rider for your NQ contract. Although we regard this benefit as an investment protection feature which is part of the contract and which should have no adverse tax effect, it is possible that the IRS could take a contrary position or assert that the Earnings enhancement benefit rider is not part of the contract. In such a case the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could be taxable, and for contract owners under age 59-1/2, also subject to a tax penalty. Were the IRS to take this position, AXA Equitable would take all reasonable steps to attempt to avoid this result, which could include amending the contract (with appropriate notice to you). CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract (or life insurance or endowment contract). o The owner and the annuitant are the same under the source contract and the Accumulator(R) Select(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the Accumulator(R) Select(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between carriers, and provision of cost basis information may be required to process this type of an exchange. Section 1035 exchanges are generally not available after the death of the owner. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Payment of death benefit" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under the beneficiary continuation option for a prior similar version of the NQ contract. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Payment of death benefit" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under the beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option TAX INFORMATION 63 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the Withdrawal Option selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2 a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual withdrawals made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, there are some issues that remain unclear. For example, the IRS has not issued any guidance as to whether having a larger number of portfolios available, or an unlimited right to transfer among them, could cause you to be treated as the owner. We do not know whether the IRS will ever provide such guidance or whether such guidance, if unfavorable, would apply retroactively to your contract. Furthermore, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit. INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS) GENERAL "IRA" stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets for the benefit of the IRA owner. The assets funding the account typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA. There are two basic types of IRAs, as follows: o Traditional IRAs, typically funded on a pre-tax basis, including SEP-IRAs and SIMPLE IRAs issued and funded in connection with employer-sponsored retirement plans; and o Roth IRAs, funded on an after-tax basis. Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA's benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected. You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication is usually updated annually, and can be obtained from any IRS district office or the IRS website (www.irs.gov). AXA Equitable designs its IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. You may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA ("Roth Conversion IRA"). We also offer the Inherited IRA for payment of post-death required minimum distributions from tradi- 64 TAX INFORMATION tional IRAs and Roth IRAs. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. The first section covers some of the special tax rules that apply to traditional IRAs. The next section covers Roth IRAs. The disclosure generally assumes direct ownership of the individual retirement annuity contract. For contracts owned in a custodial individual retirement account, the disclosure will apply only if you terminate your account or transfer ownership of the contract to yourself. We describe the amount and types of charges that may apply to your contributions under "Charges and expenses" earlier in this Prospectus. We describe the method of calculating payments under "Accessing your money" earlier in this Prospectus. We do not guarantee or project growth in any variable income annuitization option payments (as opposed to payments from a fixed income annuitization option). AXA Equitable has applied for opinion letters from the IRS to approve the respective forms of the Accumulator(R) Select(SM) traditional and Roth IRA contracts for use as a traditional and Roth IRA, respectively. It is not clear whether and when any such approval may be received. We have in the past received IRS opinion letters approving the respective forms of similar traditional IRA and Roth IRA endorsements for use as a traditional and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. AXA Equitable has also submitted the respective forms of the Accumulator(R) Select(SM) Inherited IRA beneficiary continuation contract to the IRS for approval as to form for use as a traditional IRA or Roth IRA, respectively. We do not know if and when any such approval may be granted. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for IRA contracts, subject to state and contract availability. We have received IRS Opinion Letters that the contract with a similar Earnings enhancement benefit qualifies as to form for use as a traditional IRA and Roth IRA, respectively. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment. The contracts submitted for IRS approval do not include every feature possibly available under the Accumulator(R) Select(SM) traditional and Roth IRA contracts. You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Select(SM) IRA or Accumulator(R) Select(SM) Roth IRA with the optional Earnings enhancement benefit. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS You can cancel any version of the Accumulator(R) Select(SM) IRA contract (traditional IRA or Roth IRA) by following the directions in "Your right to cancel within a certain number of days" under "Contract features and benefits" earlier in this Prospectus. If you cancel a traditional IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact. TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS) CONTRIBUTIONS TO TRADITIONAL IRAS. Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA: o "regular" contributions out of earned income or compensation; or o tax-free "rollover" contributions; or o direct custodian-to-custodian transfers from other traditional IRAs ("direct transfers"). REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS LIMITS ON CONTRIBUTIONS. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007. For 2008, the amount is $5,000. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a traditional IRA. You cannot make regular traditional IRA contributions for the tax year in which you reach age 70-1/2 or any tax year after that. If you reach age 50 before the close of the taxable year for which you are making a regular contribution to your IRA, you may be eligible to make an additional "catch up contribution" of up to $1,000 to your traditional IRA for 2007 and after. SPECIAL RULES FOR SPOUSES. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even if one spouse has no compensation or compensation under $4,000, married individuals filing jointly can contribute up to $8,000 for 2007 to any combination of traditional IRAs and Roth IRAs. For 2008, the amount is $10,000. Any contributions to Roth IRAs reduce the ability to contribute to traditional IRAs and vice versa. The maximum amount may be less if earned income is less and the other spouse has made IRA contributions. No more than a combined total of $4,000 can be contributed annually to either spouse's traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and Roth IRAs even if the other spouse funded the contributions. A working spouse age 70-1/2 or over can contribute up to the lesser of $4,000 or 100% of "earned income" to a traditional IRA for a nonworking spouse until the year in which the nonworking spouse reaches age 70-1/2. Catch-up contributions may be made as described above for spouses who are at least age 50 but under age 70-1/2 at any time during the taxable year for which the contribution is made. DEDUCTIBILITY OF CONTRIBUTIONS. The amount of traditional IRA contributions that you can deduct for a taxable year depends on whether you are covered by an employer-sponsored-tax-favored retirement plan, as defined under special federal income tax rules. Your Form W-2 will indicate whether or not you are covered by such a retirement plan. TAX INFORMATION 65 IF YOU ARE NOT COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, you can make FULLY DEDUCTIBLE contributions to your traditional IRAs for the taxable year up to the maximum amount discussed earlier in this section under "Limits on contributions." That is, for 2007 your fully deductible contribution can be up to $4,000 ($5,000 for 2008), or if less, your earned income. The dollar limit is $5,000 for people eligible to make age 50-70-1/2 catch-up contributions for 2007 ($6,000 for 2008). IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your adjusted gross income (AGI) is BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT RANGE, you can make fully deductible contributions to your traditional IRAs. IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your AGI FALLS WITHIN A PHASE-OUT RANGE, you can make partially deductible contributions to your traditional IRAs. IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your AGI falls ABOVE THE HIGHER FIGURE IN THE PHASE-OUT RANGE, you MAY NOT DEDUCT any of your regular contributions to your traditional IRAs. Cost of living indexing applies to the income limits to deductible contributions beginning in 2007. If you are single and covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $50,000 and $60,000. (For 2007, AGI between $52,000 and $62,000 after adjustment). If you are married and file a joint return, and you are covered by a retirement plan during any part of the taxable year, the deduction for traditional IRA contributions phases out with AGI between $80,000 and $100,000. (For 2007, AGI between $83,000 and $103,000 after adjustment.) Married individuals filing separately and living apart at all times are not considered married for purposes of this deductible contribution calculation. Generally, the active participation in an employer-sponsored retirement plan of an individual is determined independently for each spouse. Where spouses have "married filing jointly" status, however, the maximum deductible traditional IRA contribution for an individual who is not an active participant (but whose spouse is an active participant) is phased out for taxpayers with an AGI between $150,000 and $160,000. (For 2007, AGI between $156,000 and $166,000 after adjustment.) To determine the deductible amount of the contribution for 2007, for example, you determine AGI and subtract $52,000 if you are single, or $83,000 if you are married and file a joint return with your spouse. The resulting amount is your excess AGI. You then determine the limit on the deduction for traditional IRA contributions using the following formula: ($10,000-excess AGI) times the maximum Equals the adjusted -------------------- x regular = deductible divided by $10,000 contribution contribution for the year limit ADDITIONAL "SAVER'S CREDIT" FOR CONTRIBUTIONS TO A TRADITIONAL IRA OR ROTH IRA You may be eligible for a nonrefundable income tax credit for contributions you make to a traditional IRA or Roth IRA. If you qualify, you may take this credit even though your traditional IRA contribution is already fully or partially deductible. To take advantage of this "saver's credit" you must be age 18 or over before the end of the taxable year for which the contribution is made. You cannot be a full-time student or claimed as a dependent on another's tax return, and your adjusted gross income cannot exceed $50,000 ($52,000 after cost of living indexing beginning in 2007) . The amount of the tax credit you can get varies from 10% of your contribution to 50% of your contribution, and depends on your income tax filing status and your adjusted gross income. The maximum annual contribution eligible for the saver's credit is $2,000. If you and your spouse file a joint return, and each of you qualifies, each is eligible for a maximum annual contribution of $2,000. Your saver's credit may also be reduced if you take or have taken a taxable distribution from any plan eligible for a saver's credit contribution -- even if you make a contribution to one plan and take the distribution from another plan -- during the "testing period." The "testing period" begins two years before the year for which you make the contribution and ends when your tax return is due for the year for which you make the contribution. Saver's-credit-eligible contributions may be made to a 401(k) plan, 403(b) TSA, governmental employer 457(b) plan, SIMPLE IRA or SARSEP IRA, as well as a traditional IRA or Roth IRA. NONDEDUCTIBLE REGULAR CONTRIBUTIONS. If you are not eligible to deduct part or all of the traditional IRA contribution, you may still make nondeductible contributions on which earnings will accumulate on a tax-deferred basis. The combined deductible and nondeductible contributions to your traditional IRA (or the nonworking spouse's traditional IRA) may not, however, exceed the maximum dollar per person limit for the applicable taxable year ($4,000 for 2007 and $5,000 for 2008). The dollar limit is $5,000 in 2007 ($6,000 for 2008) for people eligible to make age 50-70-1/2 catch-up contributions. See "Excess contributions" later in this section. You must keep your own records of deductible and nondeductible contributions in order to prevent double taxation on the distribution of previously taxed amounts. See "Withdrawals, payments and transfers of funds out of traditional IRAs" later in this section. If you are making nondeductible contributions in any taxable year, or you have made nondeductible contributions to a traditional IRA in prior years and are receiving distributions from any traditional IRA, you must file the required information with the IRS. Moreover, if you are making nondeductible traditional IRA contributions, you must retain all income tax returns and records pertaining to such contributions until interests in all traditional IRAs are fully distributed. WHEN YOU CAN MAKE REGULAR CONTRIBUTIONS. If you file your tax returns on a calendar year basis like most taxpayers, you have until the April 15 return filing deadline (without extensions) of the following calendar year to make your regular traditional IRA contributions for a taxable year. 66 TAX INFORMATION ROLLOVER AND TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS Rollover contributions may be made to a traditional IRA from these "eligible retirement plans": o qualified plans; o governmental employer 457(b) plans; o TSAs (including Internal Revenue Code Section 403(b)(7) custo dial accounts); and o other traditional IRAs. Direct transfer contributions may only be made directly from one traditional IRA to another. Any amount contributed to a traditional IRA after you reach age 70-1/2 must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made. ROLLOVERS FROM "ELIGIBLE RETIREMENT PLANS" OTHER THAN TRADITIONAL IRAS Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. There are two ways to do rollovers: o Do it yourself: You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your eligible retirement plan will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount. o Direct rollover: You tell the trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding. All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless the distributions are: o "required minimum distributions" after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o death benefit payments to a beneficiary who is not your surviving spouse; or o qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution. ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN TRADITIONAL IRAS Any non-Roth after-tax contributions you have made to a qualified plan or TSA (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See "Taxation of Payments" later in this section under "Withdrawals, payments and transfers of funds out of traditional IRAs." After-tax contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers are not rollover transactions. You can make these more frequently than once in every 12-month period. SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited traditional IRA to one or more other traditional IRAs. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Also, in some cases, traditional IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court ordered divorce or separation decree. TAX INFORMATION 67 EXCESS CONTRIBUTIONS Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. The following are excess contributions to IRAs: o regular contributions of more than the maximum regular contri- bution amount for the applicable taxable year); or o regular contributions to a traditional IRA made after you reach age 70-1/2; or o rollover contributions of amounts which are not eligible to be rolled over, for example, minimum distributions required to be made after age 70-1/2. You can avoid the excise tax by withdrawing an excess contribution (rollover or regular) before the due date (including extensions) for filing your federal income tax return for the year. If it is an excess regular traditional IRA contribution, you cannot take a tax deduction for the amount withdrawn. You do not have to include the excess contribution withdrawn as part of your income. It is also not subject to the 10% additional penalty tax on early distributions, discussed later in this section under "Early distribution penalty tax." You do have to withdraw any earnings that are attributed to the excess contribution. The withdrawn earnings would be included in your gross income and could be subject to the 10% penalty tax. Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if: (1) the rollover was from an eligible retirement plan to a traditional IRA; (2) the excess contribution was due to incorrect information that the plan provided; and (3) you took no tax deduction for the excess contribution. RECHARACTERIZATIONS Amounts that have been contributed as traditional IRA funds may subsequently be treated as Roth IRA funds. Special federal income tax rules allow you to change your mind again and have amounts that are subsequently treated as Roth IRA funds, once again treated as traditional IRA funds. You do this by using the forms we prescribe. This is referred to as having "recharacterized" your contribution. WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement. TAXATION OF PAYMENTS. Earnings in traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income. We report all payments from traditional IRA contracts on IRS Form 1099-R as fully taxable. If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered tax free when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all of your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn tax free) to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution. A distribution from a traditional IRA is not taxable if: o the amount received is a withdrawal of excess contributions, as described under "Excess contributions" earlier in this section; or o the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds. (See "Rollovers from eligible retirement plans other than traditional IRAs" under "Rollover and transfer contributions to traditional IRAs" earlier in this section.) The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a TSA or a governmental employer 457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, TSA or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover. Distributions from a traditional IRA are not eligible for favorable ten-year averaging and long-term capital gain treatment available under limited circumstances for certain distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a "conduit IRA" before being rolled back into a qualified plan. See your tax adviser. Certain distributions from IRAs in 2007 directly transferred to charitable organizations may be tax-free to IRA owners age 70-1/2 or older. 68 TAX INFORMATION REQUIRED MINIMUM DISTRIBUTIONS BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS Distributions must be made from traditional IRAs according to rules contained in the Code and Treasury Regulations. Beginning in 2006, certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits must be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. This could increase the amount required to be distributed from these contracts if you take annual withdrawals instead of annuitizing. Please consult your tax adviser concerning applicability of these complex rules to your situation. LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual distributions from your traditional IRAs for the year in which you turn age 70-1/2. WHEN YOU HAVE TO TAKE THE FIRST LIFETIME REQUIRED MINIMUM DISTRIBUTION. The first required minimum distribution is for the calendar year in which you turn age 70-1/2. You have the choice to take this first required minimum distribution during the calendar year you actually reach age 70-1/2, or to delay taking it until the first three-month period in the next calendar year (January 1 - April 1). Distributions must start no later than your "Required Beginning Date," which is April 1st of the calendar year after the calendar year in which you turn age 70-1/2. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year--the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year. HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches to taking required minimum distributions -- "account-based" or "annuity-based." ACCOUNT-BASED METHOD. If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables. ANNUITY-BASED METHOD. If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and a designated beneficiary or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables. DO YOU HAVE TO PICK THE SAME METHOD TO CALCULATE YOUR REQUIRED MINIMUM DISTRIBUTIONS FOR ALL OF YOUR TRADITIONAL IRAS AND OTHER RETIREMENT PLANS? No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan and an account-based annual withdrawal from another IRA. WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED ON THE METHOD YOU CHOOSE? We will only pay you automatically if you affirmatively select an annuity payout option or an account-based withdrawal option such as our "automatic required minimum distribution (RMD) service." Even if you do not enroll in our service, we will calculate the amount of the required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own. WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR? The required minimum distribution amount for your traditional IRAs is calculated on a year-by-year basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa. WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR? Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 50% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own. WHAT ARE THE REQUIRED MINIMUM DISTRIBUTION PAYMENTS AFTER YOU DIE? These could vary depending on whether you die before or after your Required Beginning Date for lifetime required minimum distribution payments, and the status of your beneficiary. The following assumes that you have not yet elected an annuity-based payout at the time of your death. If you elect an annuity-based payout, payments (if any) after your death must be made at least as rapidly as when you were alive. INDIVIDUAL BENEFICIARY. Regardless of whether your death occurs before or after your Required Beginning Date, an individual death beneficiary calculates annual post-death required minimum distribution payments based on the beneficiary's life expectancy using the "term certain method." That is, he or she determines his or her life expect- TAX INFORMATION 69 ancy using the IRS-provided life expectancy tables as of the calendar year after the owner's death and reduces that number by one each subsequent year. If you die before your Required Beginning Date, the rules permit any individual beneficiary, including a spousal beneficiary, to elect instead to apply the "5-year rule." Under this rule, instead of annual payments having to be made beginning with the first in the year following the owner's death, the entire account must be distributed by the end of the calendar year which contains the fifth anniversary of the owner's death. No distribution is required before that fifth year. SPOUSAL BENEFICIARY. If you die after your Required Beginning Date, and your death beneficiary is your surviving spouse, your spouse has a number of choices. Post-death distributions may be made over your spouse's single life expectancy. Any amounts distributed after that surviving spouse's death are made over the spouse's life expectancy calculated in the year of his/her death, reduced by one for each subsequent year. In some circumstances, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches age 70-1/2, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If you die before your Required Beginning Date, and the death beneficiary is your surviving spouse, the rules permit the spouse to delay starting payments over his/her life expectancy until the year in which you would have attained age 70-1/2. NON-INDIVIDUAL BENEFICIARY. If you die after your Required Beginning Date, and your death beneficiary is a non-individual, such as the estate, the rules permit the beneficiary to calculate post-death required minimum distribution amounts based on the owner's life expectancy in the year of death. However, note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant. If you die before your Required Beginning Date for lifetime required minimum distribution payments, and the death beneficiary is a non-individual, such as the estate, the rules continue to apply the 5-year rule discussed earlier under "Individual beneficiary." PLEASE NOTE THAT WE NEED AN INDIVIDUAL ANNUITANT TO KEEP AN ANNUITY CONTRACT IN FORCE. IF THE BENEFICIARY IS NOT AN INDIVIDUAL, WE MUST DISTRIBUTE AMOUNTS REMAINING IN THE ANNUITY CONTRACT AFTER THE DEATH OF THE ANNUITANT. SPOUSAL CONTINUATION If the contract is continued under spousal continuation then no amounts are required to be paid until after your surviving spouse's death. PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH IRA death benefits are taxed the same as IRA distributions. BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its tax-favored status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59-1/2 before the first day of that tax year. EARLY DISTRIBUTION PENALTY TAX A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59-1/2. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o used to pay certain extraordinary medical expenses (special fed eral income tax definition); or o used to pay medical insurance premiums for unemployed indi viduals (special federal income tax definition); or o used to pay certain first-time home buyer expenses (special fed eral income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs); or o used to pay certain higher education expenses (special federal income tax definition); or o in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy) or over the joint lives of you and your beneficiary (or your joint life expectancies using an IRS-approved distribution method). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as partial withdrawals will qualify for this exception if made before age 59-1/2. To meet this last exception, you could elect to apply your contract value to an Income Manager(SM) (life annuity with a period certain) payout annuity contract (level payments version). You could also elect the substantially equal withdrawals option. We will calculate the substantially equal annual payments using your choice of IRS-approved methods we offer. Although substantially equal withdrawals and Income Manager(SM) payments are not subject to the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments and transfers of funds out of traditional IRAs" above. Once substantially equal withdrawals or Income Manager(SM) annuity payments begin, the distributions should not be stopped or changed until after the later of your reaching age 59-1/2 or five years after the date of the first distribution, or the penalty tax, including an interest charge for the prior penalty avoidance, may apply to all prior distributions under this option. Also, it is possible that the IRS could view any additional withdrawal or payment you take from your contract as changing your pattern of substantially equal withdrawals or Income Manager(SM) payments for purposes of determining whether the penalty applies. 70 TAX INFORMATION ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS) This section of the Prospectus covers some of the special tax rules that apply to Roth IRAs. If the rules are the same as those that apply to the traditional IRA, we will refer you to the same topic under "traditional IRAs." The Accumulator(R) Select(SM) Roth Conversion IRA contract is designed to qualify as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of the Internal Revenue Code. CONTRIBUTIONS TO ROTH IRAS Individuals may make four different types of contributions to a Roth IRA: o regular after-tax contributions out of earnings; or o taxable rollover contributions from traditional IRAs ("conversion" contributions); or o tax-free rollover contributions from other Roth arrangements; or o tax-free direct custodian-to-custodian transfers from other Roth IRAs ("direct transfers"). Regular after-tax, direct transfer and rollover contributions may be made to a Roth Conversion IRA contract. See "Rollovers and direct transfers" later in this section. If you use the forms we require, we will also accept traditional IRA funds which are subsequently recharacterized as Roth IRA funds following special federal income tax rules. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. REGULAR CONTRIBUTIONS TO ROTH IRAS LIMITS ON REGULAR CONTRIBUTIONS. The "maximum regular contribution amount" for any taxable year is the most that can be contributed to all of your IRAs (traditional and Roth) as regular contributions for the particular taxable year. The maximum regular contribution amount depends on age, earnings, and year, among other things. Generally, $4,000 is the maximum amount that you may contribute to all IRAs (including Roth IRAs) for 2007 ($5,000 for 2008). This limit does not apply to rollover contributions or direct custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce your ability to contribute to traditional IRAs and vice versa. When your earnings are below $4,000, your earned income or compensation for the year is the most you can contribute. If you are married and file a joint income tax return, you and your spouse may combine your compensation to determine the amount of regular contributions you are permitted to make to Roth IRAs and traditional IRAs. See the discussion earlier in this section under traditional IRAs. If you or your spouse are at least age 50 at any time during the taxable year for which you are making a regular contribution, additional catch-up contributions totaling up to $1,000 can be made for the taxable year 2007, and later years. With a Roth IRA, you can make regular contributions when you reach 70-1/2, as long as you have sufficient earnings. But, you cannot make contributions, regardless of your age, for any year that your modified adjusted gross income exceeds the following amounts (indexed for cost of living adjustment beginning in 2007): o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is over $160,000 (for 2007, $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is over $110,000 (for 2007, $114,000 after adjustment). However, you can make regular Roth IRA contributions in reduced amounts when: o your federal income tax filing status is "married filing jointly" and your modified adjusted gross income is between $150,000 and $160,000 (for 2007, between $156,000 and $166,000 after adjustment); or o your federal income tax filing status is "single" and your modified adjusted gross income is between $95,000 and $110,000 (for 2007, between $99,000 and $114,000 after adjustment). If you are married and filing separately and your modified adjusted gross income is between $0 and $10,000 the amount of regular contributions you are permitted to make is phased out. If your modified adjusted gross income is more than $10,000 you cannot make regular Roth IRA contributions. WHEN YOU CAN MAKE CONTRIBUTIONS. Same as traditional IRAs. DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible. ROLLOVERS AND DIRECT TRANSFERS WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? The difference between a rollover transaction and a direct transfer transaction is the following: in a rollover transaction you actually take possession of the funds rolled over or are considered to have received them under tax law in the case of a change from one type of plan to another. In a direct transfer transaction, you never take possession of the funds, but direct the first Roth IRA custodian trustee or issuer to transfer the first Roth IRA funds directly to the recipient Roth IRA custodian, trustee or issuer. You can make direct transfer transactions only between identical plan types (for example, Roth IRA to Roth IRA). You can also make rollover transactions between identical plan types. However, you can only use rollover transactions between different plan types (for example, traditional IRA to Roth IRA). You may make rollover contributions to a Roth IRA from these sources only: o another Roth IRA ("tax-free rollover contribution"); o a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement; o another traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year rollover limitation period for SIMPLE IRA funds), in a taxable conversion rollover ("conversion contribution"); o you may not make contributions to a Roth IRA from a qualified plan under section 401(a) of the Internal Revenue Code, a TSA under section 403(b) of the Internal Revenue Code or any other TAX INFORMATION 71 eligible retirement plan until 2008. You may make rollover contributions from a "designated Roth contribution account" under a 401(k) plan or a 403(b) arrangement which permits designated Roth elective deferral contributions to be made, beginning in 2006. You may make direct transfer contributions to a Roth IRA only from another Roth IRA. You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to Roth IRA direct transfer transactions. This can be accomplished on a completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover transactions only once in any 12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian direct transfers can be made more frequently than once a year. Also, if you send us the rollover contribution to apply it to a Roth IRA, you must do so within 60 days after you receive the proceeds from the original IRA to get rollover treatment. The surviving spouse beneficiary of a deceased individual can roll over or directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some cases, Roth IRAs can be transferred on a tax-free basis between spouses or former spouses as a result of a court-ordered divorce or separation decree. CONVERSION CONTRIBUTIONS TO ROTH IRAS In a conversion rollover transaction, you withdraw (or are considered to have withdrawn) all or a portion of funds from a traditional IRA you maintain and convert it to a Roth IRA within 60 days after you receive (or are considered to have received) the traditional IRA proceeds. Unlike a rollover from a traditional IRA to another traditional IRA, the conversion rollover transaction is not tax-free. Instead, the distribution from the traditional IRA is generally fully taxable. For this reason, we are required to withhold 10% federal income tax from the amount converted unless you elect out of such withholding. If you have ever made nondeductible regular contributions to any traditional IRA -- whether or not it is the traditional IRA you are converting - -- a pro rata portion of the distribution is tax free. There is, however, no early distribution penalty tax on the traditional IRA withdrawal that you are converting to a Roth IRA, even if you are under age 59-1/2. The following rules apply until 2010: You cannot make conversion contributions to a Roth IRA for any taxable year in which your modified adjusted gross income exceeds $100,000. (For this purpose, your modified adjusted gross income is calculated without the gross income stemming from the traditional IRA conversion. Modified adjusted gross income for this purpose excludes any lifetime required minimum distribution from a traditional IRA.) You also cannot make conversion contributions to a Roth IRA for any taxable year in which your federal income tax filing status is "married filing separately." You cannot make conversion contributions to a Roth IRA to the extent that the funds in your traditional IRA are subject to the annual required minimum distribution rule applicable to traditional IRAs beginning at age 70-1/2. You cannot convert and reconvert an amount during the same taxable year, or if later, during the 30-day period following a recharacterization. If you reconvert during either of these periods, it will be a failed Roth IRA conversion. The IRS and Treasury have recently issued Proposed and Temporary Treasury Regulations addressing the valuation of annuity contracts funding traditional IRAs in the conversion to Roth IRAs. Although these Regulations are not clear, they could require an individual's gross income on the conversion of a traditional IRA to Roth IRA to be measured using various actuarial methods and not as if the annuity contract funding the traditional IRA had been surrendered at the time of conversion. This could increase the amount reported as includible in certain circumstances. RECHARACTERIZATIONS You may be able to treat a contribution made to one type of IRA as having been made to a different type of IRA. This is called recharacterizing the contribution. HOW TO RECHARACTERIZE. To recharacterize a contribution, you generally must have the contribution transferred from the first IRA (the one to which it was made) to the second IRA in a deemed trustee-to-trustee transfer. If the transfer is made by the due date (including extensions) for your tax return for the year during which the contribution was made, you can elect to treat the contribution as having been originally made to the second IRA instead of to the first IRA. It will be treated as having been made to the second IRA on the same date that it was actually made to the first IRA. You must report the recharacterization and must treat the contribution as having been made to the second IRA, instead of the first IRA, on your tax return for the year during which the contribution was made. The contribution will not be treated as having been made to the second IRA unless the transfer includes any net income allocable to the contribution. You can take into account any loss on the contribution while it was in the IRA when calculating the amount that must be transferred. If there was a loss, the net income you must transfer may be a negative amount. No deduction is allowed for the contribution to the first IRA and any net income transferred with the recharacterized contribution is treated as earned in the second IRA. The contribution will not be treated as having been made to the second IRA to the extent any deduction was allowed with respect to the contribution to the first IRA. For recharacterization purposes, a distribution from a traditional IRA that is received in one tax year and rolled over into a Roth IRA in the next year, but still within 60 days of the distribution from the traditional IRA, is treated as a contribution to the Roth IRA in the year of the distribution from the traditional IRA. Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or SIMPLE IRA). To recharacterize a contribution, you must use our forms. 72 TAX INFORMATION The recharacterization of a contribution is not treated as a rollover for purposes of the 12-month limitation period described above. This rule applies even if the contribution would have been treated as a rollover contribution by the second IRA if it had been made directly to the second IRA rather than as a result of a recharacterization of a contribution to the first IRA. WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a Roth IRA at any time; you do not need to wait for a special event like retirement. DISTRIBUTIONS FROM ROTH IRAS Distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also distributions. You must keep your own records of regular and conversion contributions to all Roth IRAs to assure appropriate taxation. You may have to file information on your contributions to and distributions from any Roth IRA on your tax return. You may have to retain all income tax returns and records pertaining to such contributions and distributions until your interests in all Roth IRAs are distributed. Like traditional IRAs, taxable distributions from a Roth IRA are not entitled to special favorable ten-year averaging and long-term capital gain treatment available in limited cases to certain distributions from qualified plans. The following distributions from Roth IRAs are free of income tax: o rollovers from a Roth IRA to another Roth IRA; o direct transfers from a Roth IRA to another Roth IRA; o qualified distributions from a Roth IRA; and o return of excess contributions or amounts recharacterized to a traditional IRA. QUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Qualified distributions from Roth IRAs made because of one of the following four qualifying events or reasons are not includable in income: o you are age 59-1/2 or older; or o you die; or o you become disabled (special federal income tax definition); or o your distribution is a "qualified first-time homebuyer distribution" (special federal income tax definition; $10,000 lifetime total limit for these distributions from all of your traditional and Roth IRAs). You also have to meet a five-year aging period. A qualified distribution is any distribution made after the five-taxable-year period beginning with the first taxable year for which you made any contribution to any Roth IRA (whether or not the one from which the distribution is being made). NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from Roth IRAs are distributions that do not meet both the qualifying event and five-year aging period tests described above. If you receive such a distribution, part of it may be taxable. For purposes of determining the correct tax treatment of distributions (other than the withdrawal of excess contributions and the earnings on them), there is a set order in which contributions (including conversion contributions) and earnings are considered to be distributed from your Roth IRA. The order of distributions is as follows: (1) Regular contributions. (2) Conversion contributions, on a first-in-first-out basis (generally, total conversions from the earliest year first). These conversion contributions are taken into account as follows: (a) Taxable portion (the amount required to be included in gross income because of conversion) first, and then the (b) Nontaxable portion. (3) Earnings on contributions. Rollover contributions from other Roth IRAs are disregarded for this purpose. To determine the taxable amount distributed, distributions and contributions are aggregated or grouped together as follows: (1) All distributions made during the year from all Roth IRAs you maintain -- with any custodian or issuer -- are added together. (2) All regular contributions made during and for the year (contribu tions made after the close of the year, but before the due date of your return) are added together. This total is added to the total undistributed regular contributions made in prior years. (3) All conversion contributions made during the year are added together. For purposes of the ordering rules, in the case of any conversion in which the conversion distribution is made in 2007 and the conversion contribution is made in 2008, the conversion contribution is treated as contributed prior to other conversion contributions made in 2008. Any recharacterized contributions that end up in a Roth IRA are added to the appropriate contribution group for the year that the original contribution would have been taken into account if it had been made directly to the Roth IRA. Any recharacterized contribution that ends up in an IRA other than a Roth IRA is disregarded for the purpose of grouping both contributions and distributions. Any amount withdrawn to correct an excess contribution (including the earnings withdrawn) is also disregarded for this purpose. REQUIRED MINIMUM DISTRIBUTIONS DURING LIFE Lifetime required minimum distributions do not apply. REQUIRED MINIMUM DISTRIBUTIONS AT DEATH Same as traditional IRA under "What are the required minimum distribution payments after you die?" PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH Distributions to a beneficiary generally receive the same tax treatment as if the distribution had been made to you. TAX INFORMATION 73 BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS Same as traditional IRA. EXCESS CONTRIBUTIONS Generally the same as traditional IRA, except that regular contributions made after age 70-1/2 are not excess contributions. Excess rollover contributions to Roth IRAs are contributions not eligible to be rolled over (for example, conversion contributions from a traditional IRA if your modified adjusted gross income is in excess of $100,000 in the conversion year). You can withdraw or recharacterize any contribution to a Roth IRA before the due date (including extensions) for filing your federal income tax return for the tax year. If you do this, you must also withdraw or recharacterize any earnings attributable to the contribution. EARLY DISTRIBUTION PENALTY TAX Same as traditional IRA. TAX-SHELTERED ANNUITY CONTRACTS (TSAS) GENERAL This section of the Prospectus covers some of the special tax rules that apply to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If the rules are the same as those that apply to another kind of contract, for example, traditional IRAs, we will refer you to the same topic under "traditional IRAs." PLEASE NOTE: The following discussion reflects our understanding of some of the current federal income tax rules applicable to Section 403(b) of the Code. In November 2004 the IRS and Treasury issued Proposed Regulations on Section 403(b) of the Code. If finalized in their current form, these Proposed Regulations would affect the establishment and operation of plans and arrangements under Section 403(b) of the Code, and the contracts issued to fund such plans. Please consult your tax adviser concerning how these Proposed Regulations could affect you. Generally there are two types of funding vehicles available for 403(b) arrangements -- an annuity contract under Section 403(b)(1) of the Code or a custodial account which invests only in mutual funds and which is treated as an annuity contract under Section 403(b)(7) of the Code. Both types of 403(b) arrangements qualify for tax deferral. EARNINGS ENHANCEMENT BENEFIT The Earnings enhancement benefit is offered for Rollover TSA contracts, subject to state and contract availability. There is a limit to the amount of life insurance benefits that TSAs may offer. Although we view the optional Earnings enhancement benefit as an investment protection feature which should have no adverse tax effect and not as a life insurance benefit, the IRS has not specifically addressed this question. It is possible that the IRS could take a contrary position regarding tax qualification or assert that the Earnings enhancement benefit rider is not a permissible part of a TSA contract. If the IRS were to take the position that the optional Earnings enhancement benefit is not part of the contract, in such a case, the charges for the Earnings enhancement benefit rider could be treated for federal income tax purposes as a partial withdrawal from the contract. If this were so, such a deemed withdrawal could affect the tax qualification of the TSA and could be taxable. Were the IRS to take any adverse position, AXA Equitable would take all reasonable steps to attempt to avoid any adverse result, which would include amending the contract (with appropriate notice to you). You should discuss with your tax adviser whether you should consider purchasing an Accumulator(R) Select(SM) Rollover TSA contract with the optional Earnings enhancement benefit. CONTRIBUTIONS TO TSAS There are two ways you can make contributions to establish this Accumulator(R) Select(SM) Rollover TSA contract: o a full or partial direct transfer of assets ("direct transfer") from another contract or arrangement that meets the requirements of Section 403(b) of the Internal Revenue Code by means of IRS Revenue Ruling 90-24; or o a rollover from another 403(b) arrangement. If you make a direct transfer, you must fill out our transfer form. We do not accept after-tax contribution rollovers to the Accumulator(R) Select(SM) TSA. We do not accept "designated Roth contributions" rolled over from a 401(k) plan or a 403(b) arrangement or directly transferred from another 403(b) arrangement. EMPLOYER-REMITTED CONTRIBUTIONS. The Accumulator(R) Select(SM) Rollover TSA contract does not accept employer-remitted contributions. However, we provide the following discussion as part of our description of restrictions on the distribution of funds directly transferred, which include employer-remitted contributions to other TSAs. Employer-remitted contributions to TSAs made through the employer's payroll are subject to annual limits. (Tax-free direct transfer contributions from another 403(b) arrangement and rollover contributions from another eligible retirement plan are not subject to these annual contribution limits.) Commonly, some or all of the contributions made to a TSA are made under a salary reduction agreement between the employee and the employer. These contributions are called "salary reduction" or "elective deferral" contributions and are generally made on a pre-tax basis. Beginning in 2006, if the employer's plan permits, an employee may designate some or all of salary reduction contributions as "designated Roth contributions" to the 403(b) arrangement which are made on an after-tax basis. However, a TSA can also be wholly or partially funded through nonelective employer contributions or other after-tax employee contributions. Amounts attributable to salary reduction contributions to TSAs are generally subject to withdrawal restrictions. Also, all amounts attributable to investments in a 403(b)(7) custodial account are subject to withdrawal restrictions discussed below. ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. Once you establish your Rollover TSA with 403(b)-source funds, you may make subsequent rollover contributions to your Rollover TSA contract from these sources: 74 TAX INFORMATION qualified plans, governmental employer 457(b) plans and traditional IRAs, as well as other TSAs and 403(b) arrangements. All rollover contributions must be pre-tax funds only with appropriate documentation satisfactory to us. Generally, you may make a rollover contribution to your TSA when you have a distributable event from an existing TSA or other eligible retirement plan as a result of your: o termination of employment with the employer who provided the funds for the plan; or o reaching age 59-1/2 even if you are still employed; or o disability (special federal income tax definition). You can roll over pre-tax funds from a traditional IRA to a TSA at any time. You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan and subsequently take a premature distribution. If the recipient plan separately accounts for funds rolled over from another eligible retirement plan, the IRS has ruled that an exception is available in certain situations to withdrawal restrictions that would otherwise apply to the rollover contribution funds in the recipient plan. We do not currently separately account for rollover contributions from other eligible retirement plans. A transfer occurs when changing the funding vehicle, even if there is no distributable event. Under a direct transfer, you do not receive a distribution. We accept direct transfers of TSA funds under Revenue Ruling 90-24 only if: o you give us acceptable written documentation as to the source of the funds; and o the Accumulator(R) Select(SM) contract receiving the funds has provi sions at least as restrictive as the source contract. Before you transfer funds to an Accumulator(R) Select(SM) Rollover TSA contract, you may have to obtain your employer's authorization or demonstrate that you do not need employer authorization. For example, the transferring TSA may be subject to Title I of ERISA, if the employer makes matching contributions to salary reduction contributions made by employees. In that case, the employer must continue to approve distributions from the plan or contract. Your contribution to the Accumulator(R) Select(SM) TSA must be net of the required minimum distribution for the tax year in which we issue the contract if: o you are or will be at least age 70-1/2 in the current calendar year, and o you have retired from service with the employer who provided the funds to purchase the TSA you are transferring or rolling over to the Accumulator(R) Select(SM) Rollover TSA. This rule applies regardless of whether the source of funds is a: o rollover by check of the proceeds from another TSA or eligible retirement plan; or o direct rollover from another TSA or eligible retirement plan; or o direct transfer under Revenue Ruling 90-24 from another TSA. DISTRIBUTIONS FROM TSAS GENERAL. Depending on the terms of the employer plan and your employment status, you may have to get your employer's consent to take a loan or withdrawal. Your employer will tell us this when you establish the TSA through a direct transfer. WITHDRAWAL RESTRICTIONS. If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts transferred to this contract and any future earnings on the amount transferred as not eligible for withdrawal until one of the following events happens: o you are severed from employment with the employer who provided the funds to purchase the TSA you are transferring to the Accumulator(R) Select(SM) Rollover TSA; or o you reach age 59-1/2; or o you die; or o you become disabled (special federal income tax definition); or o you take a hardship withdrawal (special federal income tax defi nition). If any portion of the funds directly transferred to your TSA contract is attributable to amounts that you invested in a 403(b)(7) custodial account, such amounts, including earnings, are subject to withdrawal restrictions. With respect to the portion of the funds that were never invested in a 403(b)(7) custodial account, these restrictions apply to the salary reduction (elective deferral) contributions to a TSA annuity contract you made and any earnings on them. These restrictions do not apply to the amount directly transferred to your TSA contract that represents your December 31, 1988, account balance attributable to salary reduction contributions to a TSA annuity contract and earnings. To take advantage of this grandfathering you must properly notify us in writing at our processing office of your December 31, 1988, account balance if you have qualifying amounts transferred to your TSA contract. TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs are generally not subject to federal income tax until benefits are distributed. Distributions include withdrawals from your TSA contract and annuity payments from your TSA contract. Death benefits paid to a beneficiary are also taxable distributions. Unless an exception applies, amounts distributed from TSAs are includable in gross income as ordinary income. Distributions from TSAs may be subject to 20% federal income tax withholding. See "Federal and state income tax withholding and information reporting" later in this section. In addition, TSA distributions may be subject to additional tax penalties. TAX INFORMATION 75 If you have made after-tax contributions, you will have a tax basis in your TSA contract, which will be recovered tax-free. Since we currently do not accept after-tax funds, we do not track your investment in the contract, if any. We will report all distributions from this Rollover TSA as fully taxable. It is your responsibility to determine how much of the distribution is taxable. DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount received in excess of the investment in the contract is taxable. The amount of any partial distribution from a TSA prior to the annuity starting date is generally taxable, except to the extent that the distribution is treated as a withdrawal of after-tax contributions. Distributions are normally treated as pro rata withdrawals of any after-tax contributions and earnings on those contributions. ANNUITY PAYMENTS. Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL") in "Contract features and benefits" earlier in this Prospectus, as well as GMIB and other annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. If you elect an annuity payout option, you will recover any investment in the contract as each payment is received by dividing the investment in the contract by an expected return determined under an IRS table prescribed for qualified annuities. The amount of each payment not excluded from income under this exclusion ratio is fully taxable. The full amount of the payments received after your investment in the contract is recovered is fully taxable. If you (and your beneficiary under a joint and survivor annuity) die before recovering the full investment in the contract, a deduction is allowed on your (or your beneficiary's) final tax return. PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH. Death benefit distributions from a TSA generally receive the same tax treatment as distributions during your lifetime. In some instances, distributions from a TSA made to your surviving spouse may be rolled over to a traditional IRA or other eligible retirement plan. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. LOANS FROM TSAS. You may take loans from a TSA unless restricted by the employer (for example, under an employer plan subject to ERISA). If you cannot take a loan, or cannot take a loan without approval from the employer who provided the funds, we will have this information in our records based on what you and the employer who provided the TSA funds told us when you purchased your contract. Loans are generally not treated as a taxable distribution. If the amount of the loan exceeds permissible limits under federal income tax rules when made, the amount of the excess is treated (solely for tax purposes) as a taxable distribution. Additionally, if the loan is not repaid at least quarterly, amortizing (paying down) interest and principal, the amount not repaid when due will be treated as a taxable distribution. The entire unpaid balance of the loan is includable in income in the year of the default. TSA loans are subject to federal income tax limits and may also be subject to the limits of the plan from which the funds came. Federal income tax rule requirements apply even if the plan is not subject to ERISA. For example, loans offered by TSAs are subject to the following conditions: o The amount of a loan to a participant, when combined with all other loans to the participant from all qualified plans of the employer, cannot exceed the lesser of: (1) the greater of $10,000 or 50% of the participant's nonforfeitable accrued benefits; and (2) $50,000 reduced by the excess (if any) of the highest outstand ing loan balance over the previous twelve months over the outstanding loan balance of plan loans on the date the loan was made. o In general, the term of the loan cannot exceed five years unless the loan is used to acquire the participant's primary residence. Accumulator(R) Select(SM) Rollover TSA contracts have a term limit of 10 years for loans used to acquire the participant's primary residence. o All principal and interest must be amortized in substantially level payments over the term of the loan, with payments being made at least quarterly. In very limited circumstances, the repayment obligation may be temporarily suspended during a leave of absence. The amount borrowed and not repaid may be treated as a distribution if: o the loan does not qualify under the conditions above; o the participant fails to repay the interest or principal when due; or o in some instances, the participant separates from service with the employer who provided the funds or the plan is terminated. In this case, the participant may have to include the unpaid amount due as ordinary income. In addition, the 10% early distribution penalty tax may apply. The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as a distribution. For purposes of calculating any subsequent loans which may be made under any plan of the same employer a defaulted loan which has not been fully repaid is treated as still outstanding, even after the default is reported to the IRS on Form 1099-R. The amount treated as still outstanding (which limits subsequent loans) includes interest accruing on the unpaid balance. See Appendix VI later in this Prospectus for any state rules that may affect loans from a Rollover TSA contract. TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS. You may roll over any "eligible rollover distribution" from a TSA into another eligible retirement plan which agrees to accept the rollover. The rollover may be a direct rollover or one you do yourself within 60 days after you receive the distribution. To the extent rolled over, a distribution remains tax-deferred. You may roll over a distribution from a TSA to any of the following: a qualified plan, a governmental employer 457(b) plan (separate accounting required) or a traditional IRA. A spousal beneficiary may 76 TAX INFORMATION also roll over death benefits as above. Beginning in 2007, a non-spousal death beneficiary may also be able to make rollover contributions to an individual retirement plan under certain circumstances. Beginning in 2008, direct rollover contributions may be made from eligible retirement plans to Roth IRAs under certain circumstances. The taxable portion of most distributions will be eligible for rollover, except as specifically excluded under federal income tax rules. Distributions that you cannot roll over generally include periodic payments for life or for a period of 10 years or more, hardship withdrawals and required minimum distributions under federal income tax rules. Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24 are not distributions. REQUIRED MINIMUM DISTRIBUTIONS Generally the same as traditional IRA with these differences: WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The minimum distribution rules force TSA participants to start calculating and taking annual distributions from their TSAs by a required date. Generally, you must take the first required minimum distribution for the calendar year in which you turn age 70-1/2. You may be able to delay the start of required minimum distributions for all or part of your account balance until after age 70-1/2, as follows: o For TSA participants who have not retired from service with the employer who provided the funds for the TSA by the calendar year the participant turns age 70-1/2, the required beginning date for minimum distributions is extended to April 1 following the calendar year of retirement. o TSA plan participants may also delay the start of required mini mum distributions to age 75 of the portion of their account value attributable to their December 31, 1986, TSA account balance, even if retired at age 70-1/2. We will know whether or not you qualify for this exception because it will only apply to people who establish their Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us the amount of your December 31, 1986, account balance that is being transferred to the Accumulator(R) Select(SM) Rollover TSA on the form used to establish the TSA, you do not qualify. SPOUSAL CONSENT RULES This will only apply to you if you establish your Accumulator(R) Select(SM) Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to establish the TSA whether or not you need to get spousal consent for loans, withdrawals or other distributions. If you do, you will need such consent if you are married when you request a withdrawal under the TSA contract. In addition, unless you elect otherwise with the written consent of your spouse, the retirement benefits payable under the plan must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is payable for the life of the annuitant with a survivor annuity for the life of the spouse in an amount not less than one-half of the amount payable to the annuitant during his or her lifetime. In addition, if you are married, the beneficiary must be your spouse, unless your spouse consents in writing to the designation of another beneficiary. If you are married and you die before annuity payments have begun, payments will be made to your surviving spouse in the form of a life annuity unless at the time of your death a contrary election was in effect. However, your surviving spouse may elect, before payments begin, to receive payments in any form permitted under the terms of the TSA contract and the plan of the employer who provided the funds for the TSA. EARLY DISTRIBUTION PENALTY TAX A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a TSA before you reach age 59-1/2. This is in addition to any income tax. There are exceptions to the extra penalty tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o to pay for certain extraordinary medical expenses (special federal income tax definition); or o in any form of payout after you have separated from service (only if the separation occurs during or after the calendar year you reach age 55); or o in a payout in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancies) using an IRS-approved distribution method (only after you have separated from service at any age). We do not anticipate that Guaranteed annual payments made under the Guaranteed withdrawal benefit for life's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING We must withhold federal income tax from distributions from annuity contracts. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding will depend on the type of distribution and, in certain cases, the amount of your distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules. You must file your request not to withhold in writing before the payment or distribution is made. Our processing office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. You should note the following special situations: o We might have to withhold and/or report on amounts we pay under a free look or cancellation. TAX INFORMATION 77 o We are generally required to withhold on conversion rollovers of o traditional IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA and is taxable. o We are required to withhold on the gross amount of a distribu tion from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You can elect out of withholding as described below. Special withholding rules apply to foreign recipients and United States citizens residing outside the United States. We do not discuss these rules here in detail. However we may require additional documentation in the case of payments made to non United States persons and United States persons living abroad prior to processing any requested transaction. Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. In some states, you may elect out of state withholding, even if federal withholding applies. Generally, an election out of federal withholding will also be considered an election out of state withholding. If you need more information concerning a particular state or any required forms, call our processing office at the toll-free number. FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS We withhold differently on "periodic" and "non-periodic" payments. For a periodic annuity payment, for example, unless you specify a different number of withholding exemptions, we withhold assuming that you are married and claiming three withholding exemptions. If you do not give us your correct Taxpayer Identification Number, we withhold as if you are single with no exemptions. Based on the assumption that you are married and claiming three withholding exemptions, if you receive less than $18,240 in periodic annuity payments in 2007, your payments will generally be exempt from federal income tax withholding. You could specify a different choice of withholding exemption or request that tax be withheld. Your withholding election remains effective unless and until you revoke it. You may revoke or change your withholding election at anytime. FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS) For a non-periodic distribution (total surrender or partial withdrawal), we generally withhold at a flat 10% rate. We apply that rate to the taxable amount in the case of nonqualified contracts, and to the payment amount in the case of traditional IRAs and Roth IRAs, where it is reasonable to assume an amount is includable in gross income. You cannot elect out of withholding if the payment is an eligible rollover distribution from a qualified plan or TSA. If a non-periodic distribution from a qualified plan or TSA is not an eligible rollover distribution then the 10% withholding rate applies. MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS Unless you have the distribution go directly to the new plan, eligible rollover distributions from qualified plans and TSAs are subject to mandatory 20% withholding. The plan administrator is responsible for withholding from qualified plan distributions. An eligible rollover distribution from a TSA or a qualified plan can be rolled over to another eligible retirement plan. All distributions from a TSA or qualified plan are eligible rollover distributions unless they are on the following list of exceptions: o any distributions which are required minimum distributions after age 70-1/2 or retirement from service with the employer; or o substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or o substantially equal periodic payments made for a specified period of 10 years or more; or o hardship withdrawals; or o corrective distributions that fit specified technical tax rules; or o loans that are treated as distributions; or o a death benefit payment to a beneficiary who is not your surviving spouse; or o a qualified domestic relations order distribution to a beneficiary who is not your current spouse or former spouse. A death benefit payment to your surviving spouse, or a qualified domestic relations order distribution to your current or former spouse, may be a distribution subject to mandatory 20% withholding. IMPACT OF TAXES TO AXA EQUITABLE The contracts provide that we may charge Separate Account No. 49 for taxes. We do not now, but may in the future set up reserves for such taxes. 78 TAX INFORMATION 8. More information - -------------------------------------------------------------------------------- ABOUT OUR SEPARATE ACCOUNT NO. 49 Each variable investment option is a subaccount of Separate Account No. 49. We established Separate Account No. 49 in 1996 under special provisions of the New York Insurance Law. These provisions prevent creditors from any other business we conduct from reaching the assets we hold in our variable investment options for owners of our variable annuity contracts. We are the legal owner of all of the assets in Separate Account No. 49 and may withdraw any amounts that exceed our reserves and other liabilities with respect to variable investment options under our contracts. The results of Separate Account's operations are accounted for without regard to AXA Equitable's other operations. The amount of some of our obligations under the contracts is based on the assets in Separate Account No. 49. However, the obligations themselves are obligations of AXA Equitable. Separate Account No. 49 is registered under the Investment Company Act of 1940 and is registered and classified under that act as a "unit investment trust." The SEC, however, does not manage or supervise AXA Equitable or Separate Account No. 49. Although the Separate Account No. 49 is registered, the SEC does not monitor the activity of Separate Account No. 49 on a daily basis. AXA Equitable is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940. Each subaccount (variable investment option) within Separate Account No. 49 invests solely in class IB/B shares issued by the corresponding portfolio of its Trust. We reserve the right subject to compliance with laws that apply: (1) to add variable investment options to, or to remove variable investment options from the Separate Account or to add other separate accounts; (2) to combine any two or more variable investment options; (3) to transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any variable investment option to another variable investment option; (4) to operate the Separate Account or any variable investment option as a management investment company under the Investment Company Act of 1940 (in which case, charges and expenses that otherwise would be assessed against an underlying mutual fund would be assessed against the Separate Account or a variable investment option directly); (5) to deregister the Separate Account under the Investment Company Act of 1940; (6) to restrict or eliminate any voting rights as to the Separate Account; (7) to cause one or more variable investment options to invest some or all of their assets in one or more other trusts or investment companies; and (8) to unilaterally change your contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the contract must be in writing and made by our authorized officer. We will provide notice of any contract change. ABOUT THE TRUSTS The Trusts are registered under the Investment Company Act of 1940. They are classified as "open-end management investment companies," more commonly called mutual funds. Each Trust issues different shares relating to each portfolio. The Trusts do not impose sales charges or "loads" for buying and selling its shares. All dividends and other distributions on Trust shares are reinvested in full. The Board of Trustees of the Trusts may establish additional portfolios or eliminate existing portfolios at any time. More detailed information about each Trust, its portfolio investment objectives, policies, restrictions, risks, expenses, its Rule 12b-1 Plan and other aspects of its operations, appears in the prospectuses for each Trust which generally accompany this Prospectus, or in their respective SAIs which are available upon request. ABOUT OUR FIXED MATURITY OPTIONS RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE We can determine the amount required to be allocated to one or more fixed maturity options in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value. FMO rates are determined daily. The rates in the table below are illustrative only and will most likely differ from the rates applicable at time of purchase. Current FMO rates can be obtained from your financial professional. The rates to maturity for new allocations as of February 15, 2007 and the related price per $100 of maturity value were as shown below: - -------------------------------------------------------------------------------- Fixed Maturity Options with February 15th Rate to Price Maturity Date of Maturity as of Per $100 of Maturity Year February 15, 2007 Maturity Value - -------------------------------------------------------------------------------- 2008 3.30% $ 96.81 2009 3.34% $ 93.63 2010 3.39% $ 90.47 2011 3.48% $ 87.20 2012 3.58% $ 83.86 2013 3.65% $ 80.63 2014 3.72% $ 77.42 2015 3.76% $ 74.42 2016 3.84% $ 71.22 2017 3.89% $ 68.25 - -------------------------------------------------------------------------------- More information 79 HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT We use the following procedure to calculate the market value adjustment (positive or negative) we make if you withdraw all of your value from a fixed maturity option before its maturity date. (1) We determine the market adjusted amount on the date of the withdrawal as follows: (a) We determine the fixed maturity amount that would be payable on the maturity date, using the rate to maturity for the fixed maturity option. (b) We determine the period remaining in your fixed maturity option (based on the withdrawal date) and convert it to fractional years based on a 365-day year. For example, three years and 12 days becomes 3.0329. (c) We determine the current rate to maturity for your FMO based on the rate for a new FMO issued on the same date and having the same maturity date as your FMO; if the same maturity date is not available for new FMOs, we determine a rate that is between the rates for new FMO maturities that immediately precede and immediately follow your FMOs maturity date. (d) We determine the present value of the fixed maturity amount payable at the maturity date, using the period determined in (b) and the rate determined in (c). (2) We determine the fixed maturity amount as of the current date. (3) We subtract (2) from the result in (1)(d). The result is the market value adjustment applicable to such fixed maturity option, which may be positive or negative. If you withdraw only a portion of the amount in a fixed maturity option, the market value adjustment will be a percentage of the market value adjustment that would have applied if you had withdrawn the entire value in that fixed maturity option. This percentage is equal to the percentage of the value in the fixed maturity option that you are withdrawing. See Appendix II at the end of this Prospectus for an example. For purposes of calculating the rate to maturity for new allocations to a fixed maturity option (see (1)(c) above), we use the rate we have in effect for new allocations to that fixed maturity option. We use this rate even if new allocations to that option would not be accepted at that time. This rate will not be less than 3%. If we do not have a rate to maturity in effect for a fixed maturity option to which the "current rate to maturity" in (1)(c) above would apply, we will use the rate at the next closest maturity date. If we are no longer offering new fixed maturity option, the "current rate to maturity" will be determined by using a widely-published Index. We reserve the right to add up to 0.25% to the current rate in (1)(c) above for purposes of calculating the market value adjustment only. INVESTMENTS UNDER THE FIXED MATURITY OPTIONS Amounts allocated to the fixed maturity options are held in a "nonunitized" separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. Under New York Insurance Law, the portion of the separate account's assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. We guarantee all benefits relating to your value in the fixed maturity options, regardless of whether assets supporting fixed maturity options are held in a separate account or our general account. We expect the rates to maturity for the fixed maturity options to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account's investments from time to time. Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options. Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options under the contracts, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the nonunitized separate account. ABOUT THE GENERAL ACCOUNT Our general account supports all of our policy and contract guarantees, including those that apply to the guaranteed interest option and fixed maturity options, as well as our general obligations. The general account is subject to regulation and supervision by the Insurance Department of the State of New York and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The market value adjustment interests under the contracts, which are held in a separate account, are issued by AXA Equitable and are registered under the Securities Act of 1933. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. ABOUT OTHER METHODS OF PAYMENT WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS We accept initial and subsequent contributions sent by wire to our processing office by agreement with certain broker-dealers. Such 80 MORE INFORMATION transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under "How you can make your contributions" under "Contract features and benefits" earlier in this Prospectus. Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information provided through certain broker-dealers with which we have established electronic facilities. In any such cases, you must sign our Acknowledgement of Receipt form. Where we require a signed application, the above procedures do not apply and no financial transactions will be permitted until we receive the signed application and have issued the contract. Where we issue a contract based on information provided through electronic facilities, we require an Acknowledgement of Receipt form, and financial transactions are only permitted if you request them in writing, sign the request and have it signature guaranteed, until we receive the signed Acknowledgement of Receipt form. After your contract has been issued, additional contributions may be transmitted by wire. In general, the transaction date for electronic transmissions is the date on which we receive at our regular processing office all required information and the funds due for your contribution. We may also establish same-day electronic processing facilities with a broker-dealer that has undertaken to pay contribution amounts on behalf of its customers. In such cases, the transaction date for properly processed orders is the business day on which the broker-dealer inputs all required information into its electronic processing system. You can contact us to find out more about such arrangements. After your contract has been issued, additional contributions may be transmitted by wire. AUTOMATIC INVESTMENT PROGRAM -- FOR NQ CONTRACTS ONLY You may use our automatic investment program, or "AIP," to have a specified amount automatically deducted from a checking account, money market account, or credit union checking account and contributed as an additional contribution into an NQ contract on a monthly or quarterly basis. AIP is not available for Rollover IRA, Roth Conversion IRA or Inherited IRA Beneficiary continuation (traditional IRA or Roth IRA), Rollover TSA contracts. Please see Appendix VI later in this Prospectus to see if the automatic investment program is available in your state. The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP additional contributions may be allocated to any of the variable investment options and available fixed maturity options. You choose the day of the month you wish to have your account debited. However, you may not choose a date later than the 28th day of the month. For contracts with GWBL, AIP will be automatically terminated after the later of : (i) the end of the first contract year, or (ii) the date the first withdrawal is taken. For contracts with PGB, AIP will be automatically terminated at the end of the first six months. You may cancel AIP at any time by notifying our processing office. We are not responsible for any debits made to your account before the time written notice of cancellation is received at our processing office. DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR We describe below the general rules for when, and at what prices, events under your contract will occur. Other portions of this Prospectus describe circumstances that may cause exceptions. We generally do not repeat those exceptions below. BUSINESS DAY Our business day, generally, is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m. Eastern Time for purposes of determining the date when contributions are applied and any other transaction requests are processed. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below. o If your contribution, transfer or any other transaction request, containing all the required information, reaches us on a non-business day or after 4:00 p.m. on a business day, we will use the next business day. o A loan request under your Rollover TSA contract will be processed on the first business day of the month following the date on which the properly completed loan request form is received. o If your transaction is set to occur on the same day of the month as the contract date and that date is the 29th, 30th or 31st of the month, then the transaction will occur on the 1st day of the next month. o When a charge is to be deducted on a contract date anniversary that is a non-business day, we will deduct the charge on the next business day. o If we have entered into an agreement with your broker-dealer for automated processing of contributions upon receipt of customer order, your contribution will be considered received at the time your broker-dealer receives your contribution and all information needed to process your application, along with any required documents, and transmits your order to us in accordance with our processing procedures. Such arrangements may apply to initial contributions, subsequent contributions, or both, and may be commenced or terminated at any time without prior notice. If required by law, the "closing time" for such orders will be earlier than 4:00 p.m., Eastern Time. CONTRIBUTIONS AND TRANSFERS o Contributions allocated to the variable investment options are invested at the unit value next determined after the receipt of the contribution. MORE INFORMATION 81 o Contributions allocated to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o Contributions allocated to a fixed maturity option will receive the rate to maturity in effect for that fixed maturity option on that business day (unless a rate lock-in is applicable). o Transfers to or from variable investment options will be made at the unit value next determined after the receipt of the transfer request. o Transfers to a fixed maturity option will be based on the rate to maturity in effect for that fixed maturity option on the business day of the transfer. o Transfers to the guaranteed interest option will receive the crediting rate in effect on that business day for the specified time period. o For the interest sweep option, the first monthly transfer will occur on the last business day of the month following the month that we receive your election form at our processing office. ABOUT YOUR VOTING RIGHTS As the owner of the shares of the Trusts we have the right to vote on certain matters involving the portfolios, such as: o the election of trustees; or o the formal approval of independent public accounting firms selected for each Trust; or o any other matters described in each prospectus for the Trusts or requiring a shareholders' vote under the Investment Company Act of 1940. We will give contract owners the opportunity to instruct us how to vote the number of shares attributable to their contracts if a shareholder vote is taken. If we do not receive instructions in time from all contract owners, we will vote the shares of a portfolio for which no instructions have been received in the same proportion as we vote shares of that portfolio for which we have received instructions. We will also vote any shares that we are entitled to vote directly because of amounts we have in a portfolio in the same proportions that contract owners vote. The Trusts sell their shares to AXA Equitable separate accounts in connection with AXA Equitable's variable annuity and/or life insurance products, and to separate accounts of insurance companies, both affiliated and unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust also sell their shares to the trustee of a qualified plan for AXA Equitable. We currently do not foresee any disadvantages to our policyowners arising out of these arrangements. However, the Board of Trustees or Directors of each Trust intends to monitor events to identify any material irreconcilable conflicts that may arise and to determine what action, if any, should be taken in response. If we believe that a Board's response insufficiently protects our policyowners, we will see to it that appropriate action is taken to do so. SEPARATE ACCOUNT NO. 49 VOTING RIGHTS If actions relating to the Separate Account require contract owner approval, contract owners will be entitled to one vote for each unit they have in the variable investment options. Each contract owner who has elected a variable annuity payout option may cast the number of votes equal to the dollar amount of reserves we are holding for that annuity in a variable investment option divided by the annuity unit value for that option. We will cast votes attributable to any amounts we have in the variable investment options in the same proportion as votes cast by contract owners. CHANGES IN APPLICABLE LAW The voting rights we describe in this Prospectus are created under applicable federal securities laws. To the extent that those laws or the regulations published under those laws eliminate the necessity to submit matters for approval by persons having voting rights in separate accounts of insurance companies, we reserve the right to proceed in accordance with those laws or regulations. ABOUT LEGAL PROCEEDINGS AXA Equitable and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to a contract owner's interest in Separate Account No. 49, nor would any of these proceedings be likely to have a material adverse effect upon the Separate Account, our ability to meet our obligations under the contracts, or the distributions of the contracts. FINANCIAL STATEMENTS The financial statements of Separate Account No. 49, as well as the consolidated financial statements of AXA Equitable, are in the SAI. The SAI is available free of charge. You may request one by writing to our processing office or calling 1-800-789-7771. TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING You can transfer ownership of an NQ contract at any time before annuity payments begin. We will continue to treat you as the owner until we receive written notification of any change at our processing office. You cannot assign your NQ contract as collateral or security for a loan. Loans are also not available under your NQ contract. In some cases, an assignment or change of ownership may have adverse tax consequences. See "Tax information" earlier in this Prospectus. For NQ contracts only, subject to regulatory approval, if you elected the Guaranteed minimum death benefit, Guaranteed minimum income benefit, the Earnings enhancement benefit, a PGB, and/or the Guaranteed withdrawal for life ("Benefit"), generally the Benefit will automatically terminate if you change ownership of the contract or if you assign the owner's right to change the beneficiary or person to whom annuity payments will be made. However, the Benefit will not terminate if the ownership of the contract is transferred from a non-natural owner to an individual but the contract will continue to be based on the annuitant's life. Please speak with your financial professional for further information. See Appendix VI later in this Prospectus for any state variations with regard to terminating any benefits under your contract. 82 MORE INFORMATION You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA or Rollover TSA contract except by surrender to us. If your individual retirement annuity contract is held in your custodial individual retirement account, you may only assign or transfer ownership of such an IRA contract to yourself. Loans are not available (except for Rollover TSA contracts) and you cannot assign Rollover IRA, Roth Conversion IRA or Rollover TSA contracts as security for a loan or other obligation. If the employer that provided the funds does not restrict them, loans are available under a Rollover TSA contract. For limited transfers of ownership after the owner's death see "Beneficiary continuation option" in "Payment of death benefit" earlier in this Prospectus. You may direct the transfer of the values under your Rollover IRA, Roth Conversion IRA or Rollover TSA contract to another similar arrangement under federal income tax rules. ABOUT CUSTODIAL IRAS For certain custodial IRA accounts, after your contract has been issued, we may accept transfer instructions by telephone, mail, facsimile or electronically from a broker-dealer, provided that we or your broker-dealer have your written authorization to do so on file. Accordingly, AXA Equitable will rely on the stated identity of the person placing instructions as authorized to do so on your behalf. AXA Equitable will not be liable for any claim, loss, liability or expenses that may arise out of such instructions. AXA Equitable will continue to rely on this authorization until it receives your written notification at its processing office that you have withdrawn this authorization. AXA Equitable may change or terminate telephone or electronic or overnight mail transfer procedures at any time without prior written notice and restrict facsimile, internet, telephone and other electronic transfer services because of disruptive transfer activity. DISTRIBUTION OF THE CONTRACTS The contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous. AXA Advisors is an affiliate of AXA Equitable, and AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the National Association of Securities Dealers, Inc. ("NASD"). Both broker-dealers also act as distributors for other AXA Equitable life and annuity products. The contracts are sold by financial professionals of AXA Advisors and its affiliates. The contracts are also sold by financial professionals of both affiliated and unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). AXA Equitable pays compensation to both Distributors based on contracts sold. Compensation paid to AXA Advisors is based on contributions made on the contracts sold through AXA Advisors ("contribution-based compensation") and will generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may pay a portion of the contribution-based compensation received from AXA Equitable on the sale of a contract to the AXA Advisors financial professional and/or Selling broker-dealer making the sale. In some instances, a financial professional or Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation of up to 1.00% of the account value of the contract sold ("asset-based compensation"). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Advisors varies among financial professionals and among Selling broker-dealers. Contribution-based compensation paid by AXA Equitable to AXA Distributors on sales of AXA Equitable contracts by its Selling broker-dealers will generally not exceed 2.00% of the total contributions made under the contracts. AXA Distributors, in turn, pays the contribution-based compensation it receives on the sale of a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of a contract in combination with annual asset-based compensation of up to 1.25% of contract account value. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which AXA Equitable pays to AXA Distributors will be reduced by the same amount and AXA Equitable will pay AXA Distributors asset-based compensation on the contract equal to the asset-based compensation which AXA Distributors pays to the Selling broker- dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could over time exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by AXA Distributors varies among Selling broker-dealers. AXA Distributors also receives compensation and reimbursement for its marketing services under the terms of its distribution agreement with AXA Equitable. The Distributors may pay certain affiliated and/or unaffiliated Selling broker-dealers and other financial intermediaries additional compensation in recognition of certain expenses that may be incurred by them or on their behalf. The Distributors may also pay certain broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of AXA Equitable and/or Accumulator(R) Select(SM) on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conferences; and/or other support services, including some that may benefit the contract owner. Payments may be based on the amount of assets or purchase payments attributable to contracts sold through a Selling broker-dealer or, in the case of conference support, such payments may be a fixed amount. The Distributors may also make fixed payments to Sell- MORE INFORMATION 83 ing broker-dealers in connection with the initiation of a new relationship or the introduction of a new product. These payments may serve as an incentive for Selling broker-dealers to promote the sale of particular products. Additionally, as an incentive for financial professionals of Selling broker-dealers to promote the sale of AXA Equitable products, the Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). Marketing allowances and sales incentives are made out of the Distributors' assets. Not all Selling broker-dealers receive these kinds of payments. For more information about any such arrangements, ask your financial professional. The Distributors receive 12b-1 fees from certain portfolios for providing certain distribution and/or shareholder support services. The Distributors or their affiliates may also receive payments from the advisers of the portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. In connection with portfolios offered through unaffiliated insurance trusts, the Distributors or their affiliates may also receive other payments from the advisers of the portfolios or their affiliates for providing distribution, administrative and/or shareholder support services. In an effort to promote the sale of our products, AXA Advisors may provide its financial professionals and managerial personnel with a higher percentage of sales commissions and/or cash compensation for the sale of an affiliated variable product than it would the sale of an unaffiliated product. Such practice is known as providing "differential compensation." AXA Advisors may provide other forms of compensation to its financial professionals, including health and retirement benefits. In addition, managerial personnel may receive expense reimbursements, marketing allowances and commission-based payments known as "overrides." Certain components of the compensation of financial professionals who are managers are based on the sale of affiliated variable products. Managers earn higher compensation (and credits toward awards and bonuses) if those they manage sell more affiliated variable products. For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of our affiliated products. These payments and differential compensation (together, the "payments") can vary in amount based on the applicable product and/or entity or individual involved. As with any incentive, such payments may cause the financial professional to show preference in recommending the purchase or sale of AXA Equitable products. However, under applicable rules of the NASD, AXA Advisors may only recommend to you products that they reasonably believe are suitable for you based on facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation between products in the same category. In addition, AXA Advisors may offer sales incentive programs to financial professionals who meet specified production levels for the sale of both affiliated and unaffiliated products which provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid educational seminars and merchandise. Although AXA Equitable takes all of its costs into account in establishing the level of fees and expenses in its products, any contribution-based and asset-based compensation paid by AXA Equitable to the Distributors will not result in any separate charge to you under your contract. All payments made will be in compliance with all applicable NASD rules and other laws and regulations. 84 MORE INFORMATION 9. Incorporation of certain documents by reference - -------------------------------------------------------------------------------- AXA Equitable's Annual Report on Form 10-K for the period ended December 31, 2006 (the "Annual Report") is considered to be part of this Prospectus because it is incorporated by reference. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Value Adjustment (the "Registration Statement"). This Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Market Value Adjustment. The Annual Report includes the audited consolidated financial statements of AXA Equitable at December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 (the "AXA Equitable Financial Statements"). The AXA Equitable Financial Statements are included in the Annual Report and incorporated by reference into this Prospectus in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm. The AXA Equitable Financial Statements are also included in the Annual Report and incorporated by reference into this Prospectus in reliance on the reports of KPMG LLP, an independent registered public accounting firm, on (i) the consolidated financial statements of AllianceBernstein L.P. as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005, and the December 31, 2005 financial statement schedule, and (ii) the financial statements of AllianceBernstein Holding L.P. (together "AllianceBernstein", formerly "Alliance") as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. The reports are given on the authority of said firms as experts in auditing and accounting. KPMG LLP was AllianceBernstein's independent registered public accounting firm as of December 31, 2005 and for each of the years in the two-year period ended December 31, 2005. On March 8, 2006, KPMG LLP was terminated, and PricewaterhouseCoopers LLP was appointed as AllianceBernstein's independent registered public accounting firm, as disclosed on AXA Equitable's Report on Form 8-K filed on March 13, 2006. AllianceBernstein Corporation, an indirect wholly owned subsidiary of AXA Equitable, is the general partner of both AllianceBernstein L.P. and AllianceBernstein Holding L.P. Any statement contained in a document that is, or becomes part of this Prospectus, will be considered changed or replaced for purposes of this Prospectus if a statement contained in this Prospectus changes or is replaced. Any statement that is considered to be a part of this Prospectus because of its incorporation will be considered changed or replaced for the purpose of this Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this Prospectus. We file our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000727920. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. Upon written or oral request, we will provide, free of charge, to each person to whom this Prospectus is delivered, a copy of any or all of the documents considered to be part of this Prospectus because they are incorporated herein. This does not include exhibits not specifically incorporated by reference into the text of such documents. Requests for documents should be directed to AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can also find our annual report on Form 10-K on our website at www.axa- financial.com. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 85 Appendix I: Condensed financial information - -------------------------------------------------------------------------------- The unit values and number of units outstanding shown below are for contracts offered under Separate Account 49 with the same daily asset charges of 1.70%. UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. - --------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation - --------------------------------------------------------------------------------------------------------------------- Unit value $ 14.43 $ 12.45 $ 11.72 $ 10.66 -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,109 1,519 656 32 -- - --------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.31 $ 10.82 $ 10.74 $ 10.30 -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,800 1,000 281 1 -- - --------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.96 $ 11.19 $ 11.02 $ 10.41 -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,022 2,176 414 84 -- - --------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation - --------------------------------------------------------------------------------------------------------------------- Unit value $ 46.21 $ 42.61 $ 41.36 $ 38.70 $ 33.05 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,325 1,725 893 383 86 - --------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation - --------------------------------------------------------------------------------------------------------------------- Unit value $ 13.82 $ 12.28 $ 11.71 $ 10.66 -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 14,705 6,917 2,788 46 -- - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Aggressive Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 55.37 $ 53.59 $ 50.38 $ 45.72 $ 33.82 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 47 25 28 10 4 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Core Bond - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.30 $ 11.08 $ 11.07 $ 10.84 $ 10.63 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,030 1,611 1,424 1,202 628 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Health Care - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.87 $ 11.49 $ 10.93 $ 9.91 $ 7.87 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 400 338 284 143 57 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP High Yield - --------------------------------------------------------------------------------------------------------------------- Unit value $ 30.26 $ 28.00 $ 27.64 $ 25.87 $ 21.48 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 758 755 771 557 125 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP International Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 16.64 $ 13.51 $ 11.90 $ 10.27 $ 7.78 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,030 783 806 360 135 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Core Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.11 $ 10.85 $ 10.34 $ 9.59 $ 7.61 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 453 353 272 238 104 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 9.47 $ 9.62 $ 9.10 $ 8.68 $ 6.76 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,014 980 876 792 408 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Large Cap Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 14.10 $ 12.02 $ 11.42 $ 10.15 $ 7.88 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,363 1,238 1,242 726 316 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.74 $ 9.96 $ 9.35 $ 8.52 $ 6.18 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,035 1,075 1,055 731 292 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Mid Cap Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 13.68 $ 12.13 $ 11.49 $ 10.15 $ 7.34 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1010 876 1,011 560 206 - --------------------------------------------------------------------------------------------------------------------- A-1 APPENDIX I: CONDENSED FINANCIAL INFORMATION UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - --------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------ 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------- AXA Premier VIP Technology - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.41 $ 9.87 $ 9.02 $ 8.74 $ 5.64 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 350 311 306 98 14 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Common Stock - --------------------------------------------------------------------------------------------------------------------- Unit value $239.37 $ 219.99 $ 214.55 $ 191.26 $ 130.09 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 73 73 64 29 9 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Growth and Income - --------------------------------------------------------------------------------------------------------------------- Unit value $ 32.85 $ 28.19 $ 27.18 $ 24.60 $ 19.19 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 563 618 549 371 133 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Intermediate Government Securities - --------------------------------------------------------------------------------------------------------------------- Unit value $ 17.92 $ 17.67 $ 17.76 $ 17.72 $ 17.65 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 376 481 416 458 259 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein International - --------------------------------------------------------------------------------------------------------------------- Unit value $ 17.67 $ 14.55 $ 12.84 $ 11.05 $ 8.32 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,508 1,037 649 530 142 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Large Cap Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 6.80 $ 6.96 $ 6.16 $ 5.78 $ 4.77 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,042 1,055 981 856 341 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Quality Bond - --------------------------------------------------------------------------------------------------------------------- Unit value $ 15.63 $ 15.31 $ 15.27 $ 14.97 $ 14.71 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 590 573 555 512 198 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 17.56 $ 16.39 $ 14.95 $ 13.34 $ 9.63 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 462 372 312 478 121 - --------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 17.38 $ 14.57 $ 14.06 $ 12.60 $ 9.96 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,507 2,363 2,169 1,481 530 - --------------------------------------------------------------------------------------------------------------------- EQ/Ariel Appreciation II - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.31 $ 10.35 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 123 40 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/AXA Rosenberg Value Long/Short Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.91 $ 10.94 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 429 784 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income - --------------------------------------------------------------------------------------------------------------------- Unit value $ 6.59 $ 5.78 $ 5.54 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 504 326 15 -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible - --------------------------------------------------------------------------------------------------------------------- Unit value $ 8.81 $ 8.51 $ 7.96 $ 7.82 $ 6.22 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 353 314 204 249 42 - --------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.67 $ 12.00 $ 11.62 $ 11.20 $ 9.19 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,484 351 160 164 40 - --------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian International - --------------------------------------------------------------------------------------------------------------------- Unit value $ 14.13 $ 12.06 $ 10.47 $ 9.38 $ 7.19 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 3,208 2,337 1,926 1,026 282 - --------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.72 $ 11.55 $ 11.08 $ 10.16 $ 7.86 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,393 1,585 1,200 776 200 - --------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian U. S. Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.24 $ 11.33 $ 10.87 $ 10.12 $ 7.55 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,611 2,349 2,037 1,222 345 - --------------------------------------------------------------------------------------------------------------------- APPENDIX I: CONDENSED FINANCIAL INFORMATION A-2 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - --------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------- EQ/Caywood-Scholl High Yield Bond - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.01 $ 10.37 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 225 81 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Davis New York Venture - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.84 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 216 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Equity 500 Index - --------------------------------------------------------------------------------------------------------------------- Unit value $ 28.64 $ 25.31 $ 24.66 $ 22.76 $ 18.11 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,418 1,604 1,386 1,074 399 - --------------------------------------------------------------------------------------------------------------------- EQ/Evergreen International Bond - --------------------------------------------------------------------------------------------------------------------- Unit value $ 9.90 $ 9.74 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 185 8 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Evergreen Omega - --------------------------------------------------------------------------------------------------------------------- Unit value $ 8.67 $ 8.33 $ 8.15 $ 7.75 $ 5.70 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 215 280 377 218 32 - --------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.57 $ 11.47 $ 10.97 $ 9.62 $ 6.81 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,890 1,556 1,391 883 285 - --------------------------------------------------------------------------------------------------------------------- EQ/FI Mid Cap Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 16.96 $ 15.34 $ 14.02 $ 12.10 $ 9.24 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,156 1,107 1,007 636 237 - --------------------------------------------------------------------------------------------------------------------- EQ/Franklin Income - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.42 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 368 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Franklin Small Cap Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.81 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 38 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.56 $ 10.48 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 193 77 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 25.76 $ 22.05 $ 21.50 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 233 79 9 -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/International Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 14.17 $ 11.47 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 269 56 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Janus Large Cap Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 6.22 $ 6.26 $ 5.93 $ 5.38 $ 4.35 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 886 788 70 561 192 - --------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Core Bond Unit value $ 13.88 $ 13.57 $ 13.50 $ 13.20 $ 12.99 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1,477 1,527 1,343 1,175 441 - --------------------------------------------------------------------------------------------------------------------- EQ/JPMorgan Value Opportunities - --------------------------------------------------------------------------------------------------------------------- Unit value $ 15.53 $ 13.12 $ 12.84 $ 11.78 $ 9.45 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 351 347 370 307 128 - --------------------------------------------------------------------------------------------------------------------- EQ/Legg Mason Value Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.17 $ 10.63 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 532 144 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Long Term Bond - --------------------------------------------------------------------------------------------------------------------- Unit value $ 9.98 $ 9.98 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 135 173 -- -- -- - --------------------------------------------------------------------------------------------------------------------- A-3 APPENDIX I: CONDENSED FINANCIAL INFORMATION UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - --------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ------------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.18 $ 10.57 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 308 83 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Large Cap Core - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.67 $ 10.54 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 196 84 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Mid Cap Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 12.29 $ 11.12 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 591 290 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Marsico Focus - --------------------------------------------------------------------------------------------------------------------- Unit value $ 16.13 $ 15.01 $ 13.79 $ 12.69 $ 9.85 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 2,714 2,354 1,938 1,510 386 - --------------------------------------------------------------------------------------------------------------------- EQ/Mercury Basic Value Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 23.37 $ 19.66 $ 19.43 $ 17.87 $ 13.86 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 856 849 802 502 184 - --------------------------------------------------------------------------------------------------------------------- EQ/Mercury International Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 22.13 $ 17.91 $ 16.44 $ 13.75 $ 10.92 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1052 782 522 441 161 - --------------------------------------------------------------------------------------------------------------------- EQ/MFS Emerging Growth Companies - --------------------------------------------------------------------------------------------------------------------- Unit value $ 14.58 $ 13.76 $ 12.84 $ 11.60 $ 9.12 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 192 184 149 93 38 - --------------------------------------------------------------------------------------------------------------------- EQ/MFS Investors Trust - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.28 $ 9.26 $ 8.79 $ 8.03 $ 6.69 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 510 603 610 598 229 - --------------------------------------------------------------------------------------------------------------------- EQ/Money Market - --------------------------------------------------------------------------------------------------------------------- Unit value $ 26.86 $ 26.15 $ 25.92 $ 26.17 $ 26.47 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1102 845 349 434 630 - --------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 4.77 $ 4.49 $ 4.34 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 83 72 22 -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Mutual Shares - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.70 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 258 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Global - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.08 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 83 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Opportunity - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.92 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 20 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Oppenheimer Main Street Small Cap - --------------------------------------------------------------------------------------------------------------------- Unit value $ 11.09 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 19 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Real Return - --------------------------------------------------------------------------------------------------------------------- Unit value $ 9.78 $ 9.91 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 730 286 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Short Duration Bond - --------------------------------------------------------------------------------------------------------------------- Unit value $ 10.17 $ 9.96 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 202 60 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Small Cap Value - --------------------------------------------------------------------------------------------------------------------- Unit value $ 19.05 $ 16.69 $ 16.22 $ 14.09 $ 10.43 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1201 991 884 641 270 - --------------------------------------------------------------------------------------------------------------------- APPENDIX I: CONDENSED FINANCIAL INFORMATION A-4 UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE INVESTMENT OPTION. (CONTINUED) - --------------------------------------------------------------------------------------------------------------------- For the years ending December 31, ----------------------------------------------------------- 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------- EQ/Small Company Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $ 8.54 $ 7.89 $ 7.46 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 475 242 59 -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index - --------------------------------------------------------------------------------------------------------------------- Unit value $16.60 $ 14.35 $ 14.00 $ 12.10 $ 8.44 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 744 596 575 449 122 - --------------------------------------------------------------------------------------------------------------------- EQ/TCW Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $15.46 $ 16.39 $ 16.03 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 47 41 6 -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Templeton Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $10.75 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 178 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income - --------------------------------------------------------------------------------------------------------------------- Unit value $ 6.07 $ 5.41 $ 5.05 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 104 69 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Comstock - --------------------------------------------------------------------------------------------------------------------- Unit value $11.85 $ 10.40 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 602 296 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Emerging Markets Equity - --------------------------------------------------------------------------------------------------------------------- Unit value $18.23 $ 13.53 $ 10.37 $ 8.53 $ 5.56 - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 1239 755 609 457 69 - --------------------------------------------------------------------------------------------------------------------- EQ/Van Kampen Mid Cap Growth - --------------------------------------------------------------------------------------------------------------------- Unit value $13.26 $ 12.34 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 297 179 -- -- -- - --------------------------------------------------------------------------------------------------------------------- EQ/Wells Fargo Montgomery Small Cap - --------------------------------------------------------------------------------------------------------------------- Unit value $14.12 $ 11.86 $ 11.36 -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 147 -- 1 -- -- - --------------------------------------------------------------------------------------------------------------------- U.S. Real Estate -- Class II - --------------------------------------------------------------------------------------------------------------------- Unit value $22.83 $ 16.87 -- -- -- - --------------------------------------------------------------------------------------------------------------------- Separate Account 49 number of units outstanding (000's) 660 410 -- -- -- - --------------------------------------------------------------------------------------------------------------------- A-5 APPENDIX I: CONDENSED FINANCIAL INFORMATION Appendix II: Market value adjustment example - -------------------------------------------------------------------------------- The example below shows how the market value adjustment would be determined and how it would be applied to a withdrawal, assuming that $100,000 was allocated on February 15, 2007 to a fixed maturity option with a maturity date of February 15, 2015 (eight years later) at a hypothetical rate to maturity of 7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We further assume that a withdrawal of $50,000, is made four years later on February 15, 2011(a) - ------------------------------------------------------------------------------------------------------- Hypothetical assumed rate to maturity(j) February 15, 2011 ------------------------------- 5.00% 9.00% - ------------------------------------------------------------------------------------------------------- As of February 15, 2011 before withdrawal - ------------------------------------------------------------------------------------------------------- (1) Market adjusted amount(b) $141,389 $121,737 - ------------------------------------------------------------------------------------------------------- (2) Fixed maturity amount(c) $131,104 $131,104 - ------------------------------------------------------------------------------------------------------- (3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367) On February 15, 2011 after $50,000 withdrawal - ------------------------------------------------------------------------------------------------------- (4) Portion of market value adjustment associated with the withdrawal: (3) x [$50,000/(1)] $ 3,637 $ (3,847) - ------------------------------------------------------------------------------------------------------- (5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847 - ------------------------------------------------------------------------------------------------------- (6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737 - ------------------------------------------------------------------------------------------------------- (7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257 - ------------------------------------------------------------------------------------------------------- (8) Maturity value(d) $111,099 $101,287 - ------------------------------------------------------------------------------------------------------- You should note that in this example, if a withdrawal is made when rates have increased from 7.00% to 9.00% (right column), a portion of a negative market value adjustment is realized. On the other hand, if a withdrawal is made when rates have decreased from 7.00% to 5.00% (left column), a portion of a positive market value adjustment is realized. Notes: (a) Number of days from the withdrawal date to the maturity date = D = 1,461 (b) Market adjusted amount is based on the following calculation: Maturity value $171,882 -------------- = -------- where j is either 5% or 9% (1+j)((D/365)) (1+j)((1,461/365)) (c) Fixed maturity amount is based on the following calculation: Maturity value $171,882 --------------- = ------------------- (1+h)((D/365)) (1+0.07)((1,461/365)) (d) Maturity value is based on the following calculation: Fixed maturity amount $84,741 or $77,257 --------------------- = ------------------ (1+h)((D/365)) (1+0.07)((1,461/365)) APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE B-1 Appendix III: Enhanced death benefit example - -------------------------------------------------------------------------------- The death benefit under the contracts is equal to the account value or, if greater, the enhanced death benefit, if elected. The following illustrates the enhanced death benefit calculation. Assuming $100,000 is allocated to the variable investment options (with no allocation to the EQ/AllianceBernstein Intermediate Government Securities, EQ/Money Market, EQ/Short Duration Bond, the guaranteed interest option or the fixed maturity options), no additional contributions, no transfers, no withdrawals and no loans under a Rollover TSA contract, the enhanced death benefit for an owner age 45 would be calculated as follows: - ----------------------------------------------------------------------------------------------------- End of contract 6% Roll-Up to age 85 Annual Ratchet to age 85 GWBL Enhanced year Account value enhanced death benefit enhanced death benefit death benefit - ----------------------------------------------------------------------------------------------------- 1 $105,000 $ 106,000(4) $ 105,000(1) $ 105,000(5) - ----------------------------------------------------------------------------------------------------- 2 $115,500 $ 112,360(3) $ 115,500(1) $ 115,500(5) - ----------------------------------------------------------------------------------------------------- 3 $129,360 $ 119,102(3) $ 129,360(1) $ 129,360(5) - ----------------------------------------------------------------------------------------------------- 4 $103,488 $ 126,248(4) $ 129,360(2) $ 135,828(6) - ----------------------------------------------------------------------------------------------------- 5 $113,837 $ 133,823(4) $ 129,360(2) $ 142,296(6) - ----------------------------------------------------------------------------------------------------- 6 $127,497 $ 141,852(4) $ 129,360(2) $ 148,764(6) - ----------------------------------------------------------------------------------------------------- 7 $127,497 $ 150,363(4) $ 129,360(2) $ 155,232(6) - ----------------------------------------------------------------------------------------------------- The account values for contract years 1 through 7 are based on hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We are using these rates solely to illustrate how the benefit is determined. The return rates bear no relationship to past or future investment results. ANNUAL RATCHET TO AGE 85 (1) At the end of contract years 1 through 3, the enhanced death benefit is the current account value. (2) At the end of contract years 4 through 7, the enhanced death benefit is the enhanced death benefit at the end of the prior year since it is equal to or higher than the current account value. GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 The enhanced death benefit under this option for each year shown would be the greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to age 85. (3) At the end of contract years 2 and 3, the death benefit will be the current account value. (4) At the end of contract years 1 and 4 through 7, the death benefit will be the enhanced death benefit. GWBL ENHANCED DEATH BENEFIT This example assumes no withdrawals. The GWBL Enhanced death benefit is a guaranteed minimum death benefit that is only available if you elect the Guaranteed withdrawal benefit for life. If you plan to take withdrawals during any of the first seven contract years, this illustration is of limited usefulness to you. (5) At the end of contract years 1 through 3, the death benefit is the current account value. (6) At the end of contract years 4 through 7, the death benefit is the enhanced death benefit. C-1 APPENDIX III: ENHANCED DEATH BENEFIT EXAMPLE Appendix IV: Hypothetical illustrations - -------------------------------------------------------------------------------- ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM BENEFITS The following tables illustrate the changes in account value, cash value and the values of the "Greater of 6% Roll-Up to Age 85 or Annual Ratchet to age 85" guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit under certain hypothetical circumstances for an Accumulator(R) Select(SM) contract. The table illustrates the operation of a contract based on a male, issue age 60, who makes a single $100,000 contribution and takes no withdrawals. The amounts shown are for the beginning of each contract year and assume that all of the account value is invested in portfolios that achieve investment returns at constant gross annual rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or other expenses are deducted from the underlying portfolio assets). After the deduction of the arithmetic average of the investment management fees, 12b-1 fees and other expenses of all of the underlying Portfolios (as described below), the corresponding net annual rates of return would be (3.01)%, 2.99% for the Accumulator(R) Select(SM) contract, at the 0% and 6% gross annual rates, respectively. These net annual rates of return reflect the trust and separate account level charges but they do not reflect the charges we deduct from your account value annually for the optional Guaranteed minimum death benefit, the Earnings enhancement benefit and the Guaranteed minimum income benefit features, as well as the annual administrative charge. If the net annual rates of return did reflect these charges, the net annual rates of return would be lower; however, the values shown in the following tables reflect the following contract charges: the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit charge, the Earnings enhancement benefit charge, the Guaranteed minimum income benefit charge and any applicable administrative charge. The values shown under "Lifetime annual guaranteed minimum income benefit" reflect the lifetime income that would be guaranteed if the Guaranteed minimum income benefit is selected at that contract date anniversary. An "N/A" in these columns indicates that the benefit is not exercisable in that year. A "0" under any of the death benefit and/or "Lifetime annual guaranteed minimum income benefit" columns indicates that the contract has terminated due to insufficient account value. However, the Guaranteed minimum income benefit has been automatically exercised and the owner is receiving lifetime payments. With respect to fees and expenses deducted from assets of the underlying portfolios, the amounts shown in all tables reflect (1) investment management fees equivalent to an effective annual rate of 0.69%, and (2) an assumed average asset charge for all other expenses of the underlying portfolios equivalent to an effective annual rate of 0.37% and (3) 12b-1 fees equivalent to an effective annual rate of 0.25%. These rates are the arithmetic average for all portfolios that are available as investment options. In other words, they are based on the hypothetical assumption that account values are allocated equally among the variable investment options. The actual rates associated with any contract will vary depending upon the actual allocation of policy values among the investment options. These rates do not reflect expense limitation arrangements in effect with respect to certain of the underlying portfolios as described in the footnotes to the fee table for the underlying portfolios in "Fee Table" earlier in this Prospectus. With these arrangements, the charges shown above would be lower. This would result in higher values than those shown in the following tables. Because your circumstances will no doubt differ from those in the illustrations that follow, values under your contract will differ, in most cases substantially. Upon request, we will furnish you with a personalized illustration. APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS D-1 Variable deferred annuity Accumulator(R) Select(SM) $100,000 Single contribution and no withdrawals Male, issue age 60 Benefits: Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 Guaranteed minimum death benefit Earnings enhancement benefit Guaranteed minimum income benefit Greater of 6% Roll- Up to age 85 or Lifetime Annual Annual Ratchet to Total Death Benefit Guaranteed Minimum Income Benefit age 85 Guaranteed with the Earnings ---------------------------------- Minimum Death enhancement benefit Guaranteed Hypothetical Account Value Cash Value Benefit Income Income Contract ------------------- ------------------- ------------------- ------------------- ----------------- ---------------- Year 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6% Age --------- --------- --------- --------- --------- --------- --------- --------- --------- -------- -------- -------- ------- 60 1 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A 61 2 95,273 101,252 95,273 101,252 106,000 106,000 108,400 108,400 N/A N/A N/A N/A 62 3 90,621 102,453 90,621 102,453 112,360 112,360 117,304 117,304 N/A N/A N/A N/A 63 4 86,037 103,599 86,037 103,599 119,102 119,102 126,742 126,742 N/A N/A N/A N/A 64 5 81,514 104,682 81,514 104,682 126,248 126,248 136,747 136,747 N/A N/A N/A N/A 65 6 77,044 105,695 77,044 105,695 133,823 133,823 147,352 147,352 N/A N/A N/A N/A 66 7 72,619 106,630 72,619 106,630 141,852 141,852 158,593 158,593 N/A N/A N/A N/A 67 8 68,232 107,479 68,232 107,479 150,363 150,363 170,508 170,508 N/A N/A N/A N/A 68 9 63,875 108,234 63,875 108,234 159,385 159,385 183,139 183,139 N/A N/A N/A N/A 69 10 59,539 108,883 59,539 108,883 168,948 168,948 196,527 196,527 N/A N/A N/A N/A 74 15 37,805 110,181 37,805 110,181 226,090 226,090 276,527 276,527 13,520 13,520 13,520 13,520 79 20 15,253 106,995 15,253 106,995 302,560 302,560 383,584 383,584 20,272 20,272 20,272 20,272 84 25 0 97,125 0 97,125 0 404,893 0 493,179 0 32,391 0 32,391 89 30 0 92,787 0 92,787 0 429,187 0 517,472 N/A N/A N/A N/A 94 35 0 90,944 0 90,944 0 429,187 0 517,472 N/A N/A N/A N/A 95 36 0 90,545 0 90,545 0 429,187 0 517,472 N/A N/A N/A N/A The hypothetical investment results are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of factors, including investment allocations made by the owner. The account value, cash value and guaranteed benefits for a policy would be different from the ones shown if the actual gross rate of investment return averaged 0% or 6% over a period of years, but also fluctuated above or below the average for individual policy years. We can make no representation that these hypothetical investment results can be achieved for any one year or continued over any period of time. In fact, for any given period of time, the investment results could be negative. D-2 APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS Appendix V: Earnings enhancement benefit example - -------------------------------------------------------------------------------- The following illustrates the calculation of a death benefit that includes Earnings enhancement benefit for an owner age 45. The example assumes a contribution of $100,000 and no additional contributions. Where noted, a single withdrawal in the amount shown is also assumed. The calculation is as follows: No Withdrawal $3,000 withdrawal $6,000 withdrawal -------------------------------------------------------------------------------------------------------------------- A Initial contribution 100,000 100,000 100,000 -------------------------------------------------------------------------------------------------------------------- B Death benefit: prior to withdrawal.* 104,000 104,000 104,000 -------------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit earnings: death C benefit less net contributions (prior to the withdrawal in 4,000 4,000 4,000 D). B minus A. -------------------------------------------------------------------------------------------------------------------- D Withdrawal 0 3,000 6,000 -------------------------------------------------------------------------------------------------------------------- Excess of the withdrawal over the Earnings E enhancement benefit earnings 0 0 2,000 greater of D minus C or zero -------------------------------------------------------------------------------------------------------------------- Net contributions (adjusted for the withdrawal in D) F A minus E 100,000 100,000 98,000 -------------------------------------------------------------------------------------------------------------------- Death benefit (adjusted for the withdrawal in D) G B minus D 104,000 101,000 98,000 -------------------------------------------------------------------------------------------------------------------- Death benefit less net contributions H G minus F 4,000 1,000 0 -------------------------------------------------------------------------------------------------------------------- I Earnings enhancement benefit factor 40% 40% 40% -------------------------------------------------------------------------------------------------------------------- Earnings enhancement benefit J H times I 1,600 400 0 -------------------------------------------------------------------------------------------------------------------- Death benefit: including Earnings enhancement benefit K G plus J 105,600 101,400 98,000 -------------------------------------------------------------------------------------------------------------------- * The death benefit is the greater of the account value or any applicable death benefit. APPENDIX V: EARNINGS ENHANCEMENT BENEFIT EXAMPLE E-1 Appendix VI: State contract availability and/or variations of certain features and benefits - -------------------------------------------------------------------------------- The following information is a summary of the states where the Accumulator(R) Select(SM) contract or certain features and/or benefits are either not available as of the date of this Prospectus or vary from the contract's features and benefits as previously described in this Prospectus. STATES WHERE CERTAIN ACCUMULATOR(R) SELECT(SM) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR HAS CERTAIN VARIATIONS TO FEATURES AND/OR BENEFITS: - ------------------------------------------------------------------------------------------------------------------------------------ State Features and Benefits Availability or Variation - ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA See "Contract features and benefits"--"Your right to can- If you reside in the state of California and you are cel within a certain number of days" age 60 and older at the time the contract is issued, you may return your variable annuity contract within 30 days from the date that you receive it and receive a refund as described below. If you allocate your entire initial contribution to the EQ/Money Market option (and/or guaranteed interest option, if available), the amount of your refund will be equal to your contribution less interest, unless you make a trans- fer, in which case the amount of your refund will be equal to your account value on the date we receive your request to cancel at our processing office. This amount could be less than your initial contribution. If the Principal guarantee ben- efit or Guaranteed withdrawal benefit for life is elected, the investment allocation during the 30 day free look period is limited to the guaranteed interest option. If you allocate any portion of your initial contribution to the variable invest- ment options (other than the EQ/Money Market option) and/or fixed maturity options, your refund will be equal to your account value on the date we receive your request to cancel at our processing office. - ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS Effective on or about August 6, 2007, this contract will be The annual administrative charge will not be available to Massachusetts residents with the following deducted from amounts allocated to the Guaranteed variation: interest option. Annual administrative charge - ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA Required disclosure for Pennsylvania customers Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. - ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO IRA, Roth IRA, Inherited IRA and Rollover TSA contracts Not available Not Available Beneficiary continuation option (IRA) - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS See "Annual administrative charge" in "Charges and The annual administrative charge will be expenses" deducted from the value in the variable investment options on a pro rata basis. - ------------------------------------------------------------------------------------------------------------------------------------ F-1 APPENDIX VI: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS - -------------------------------------------------------------------------------------------------------------- State Features and Benefits Availability or Variation - -------------------------------------------------------------------------------------------------------------- WASHINGTON Guaranteed interest option Not available Investment simplifier -- Fixed-dollar option and Interest Not available sweep option Fixed maturity options Not available Income Manager(SM) payout option Not available Earnings enhancement benefit Not available See "Guaranteed minimum death benefit/Guaranteed mini- Your "Greater of 4% Roll-Up to Age 85 or Annual mum income benefit roll-up benefit benefit base reset" in Ratchet to age 85 enhanced death benefit" benefit "Contract features and benefits" base will reset only if your account value is greater than your Guaranteed minimum income benefit base. See "Guaranteed minimum death benefit" in "Contract You have a choice of the standard death benefit, the features and benefits" Annual Ratchet to age 85 enhanced death benefit, or the Greater of 4% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit. See "Annual administrative charge" in "Charges and The annual administrative charge will be deducted expenses" from the value in the variable investment options on a pro rata basis. - ------------------------------------------------------------------------------------------------------------------------------------ APPENDIX VI: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS F-2 Statement of additional information - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Who is AXA Equitable? 2 Unit Values 2 Custodian and Independent Registered Public Accounting Firm 2 Distribution of the Contracts 2 Financial Statements 2 HOW TO OBTAIN AN ACCUMULATOR(R) SELECT(SM) STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT NO. 49 Send this request form to: Accumulator(R) Select(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- Please send me an Accumulator(R) Select(SM) SAI for Separate Account No. 49 dated May 1, 2007. - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- City State Zip x01462/Select '02, OR, '04 '06 Jumpstart '07 and '07 Series AXA Equitable Retirement Income for Life(SM) A variable deferred annuity contract PROSPECTUS DATED MAY 1, 2007 Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. You should read the prospectuses for each Trust, which contain important information about the portfolios. - -------------------------------------------------------------------------------- WHAT IS AXA EQUITABLE RETIREMENT INCOME FOR LIFE(SM) ? AXA Equitable Retirement Income for Life(SM) is a deferred annuity contract with an income feature issued by AXA Equitable Life Insurance Company. It provides for the accumulation of retirement savings and for guaranteed payments from those savings and a guaranteed death benefit. It also offers a number of annuitization options. You invest to accumulate value on a tax-deferred basis in one or more of our variable investment options ("investment options"). This contract may not currently be available in all states. Certain features and benefits described in this Prospectus may vary or not be available in all contracts, in all states or from all selling broker-dealers. Please see Appendix IV later in this Prospectus for more information on state variations of certain features and benefits. - -------------------------------------------------------------------------------- Variable investment options - -------------------------------------------------------------------------------- o AXA Conservative Allocation o AXA Moderate-Plus Allocation o AXA Conservative-Plus Allocation o AXA Aggressive Allocation o AXA Moderate Allocation o EQ/Franklin Templeton Founding Strategy* - -------------------------------------------------------------------------------- * This investment option will be available on or about May 29, 2007, subject to regulatory approval. You may allocate amounts to any of the variable investment options. Each variable investment option is a subaccount of Separate Account No. 49. Each variable investment option, in turn, invests in a corresponding securities portfolio ("portfolio") of AXA Premier VIP Trust or EQ Advisors Trust (the "Trusts"). Your investment results in a variable investment option will depend on the investment performance of the related portfolio. TYPES OF CONTRACTS. We offer the contracts for use as: o A nonqualified annuity ("NQ") for after-tax contributions only. o An individual retirement annuity ("IRA"), either traditional IRA (Rollover only) or Roth IRA (Rollover only). o An annuity that is an investment vehicle for a qualified defined contribution plan ("QP") (Rollover and direct transfer contributions only). o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -- ("Rollover TSA") (Rollover and direct transfer contributions only). A contribution of at least $25,000 is required to purchase an AXA Equitable Retirement Income for Life(SM) contract. A registration statement relating to this offering has been filed with the Securities and Exchange Commission ("SEC"). The statement of additional information ("SAI") dated May 1, 2007, is part of the registration statement. The SAI is available free of charge. You may request one by writing to our processing office at P.O. Box 1547, Secaucus, NJ, 07096-1547 or calling 1-800-789-7771. The SAI has been incorporated by reference into this Prospectus. This Prospectus and the SAI can also be obtained from the SEC's website at www.sec.gov. The table of contents for the SAI appears at the back of this Prospectus. The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. X01477 Contents of this Prospectus - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AXA EQUITABLE RETIREMENT INCOME FOR LIFE(SM) - -------------------------------------------------------------------------------- Index of key words and phrases 4 Who is AXA Equitable? 5 How to reach us 6 AXA Equitable Retirement Income for Life(SM) at a glance -- key features 8 - -------------------------------------------------------------------------------- FEE TABLE 11 - -------------------------------------------------------------------------------- Example 13 Condensed financial information 15 - -------------------------------------------------------------------------------- 1. CONTRACT FEATURES AND BENEFITS 16 - -------------------------------------------------------------------------------- How you can purchase and contribute to your contract 16 Owner and annuitant requirements 19 How you can make your contributions 19 What are your investment options under the contract? 19 Portfolios of the Trusts 20 Allocating your contributions 21 AXA Equitable Retirement Income for Life(SM) benefit 21 Guaranteed minimum death benefit 23 Your right to cancel within a certain number of days 23 - -------------------------------------------------------------------------------- 2. DETERMINING YOUR CONTRACT'S VALUE 24 - -------------------------------------------------------------------------------- Your account value and cash value 24 Your contract's value in the variable investment options 24 Insufficient account value 24 - -------------------------------------------------------------------------------- 3. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 25 - -------------------------------------------------------------------------------- Transferring your account value 25 Disruptive transfer activity 25 Rebalancing your account value 26 - ---------------------- "We," "our," and "us" refer to AXA Equitable. When we address the reader of this Prospectus with words such as "you" and "your," we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner. When we use the word "contract" it also includes certificates that are issued under group contracts in some states. 2 Contents of this Prospectus - -------------------------------------------------------------------------------- 4. ACCESSING YOUR MONEY 27 - -------------------------------------------------------------------------------- Withdrawing your account value 27 How withdrawals are taken from your account value 28 How withdrawals affect your Guaranteed minimum death benefit 28 How withdrawals affect the AXA Equitable Retirement Income for Life(SM) benefit 28 Surrendering your contract to receive its cash value 28 When to expect payments 28 Your annuitization options 28 - -------------------------------------------------------------------------------- 5. CHARGES AND EXPENSES 31 - -------------------------------------------------------------------------------- Charges that AXA Equitable deducts 31 Charges that the Trusts deduct 33 Group or sponsored arrangements 33 Other distribution arrangements 33 - -------------------------------------------------------------------------------- 6. EFFECT OF DEATH 34 - -------------------------------------------------------------------------------- Your beneficiary and payment of death benefit 38 Successor owner and annuitant 38 Beneficiary continuation option 38 - -------------------------------------------------------------------------------- 7. TAX INFORMATION 41 - -------------------------------------------------------------------------------- Overview 41 Buying a contract to fund a retirement arrangement 41 Transfers among investment options 41 Taxation of payments from NQ contracts 41 Individual retirement arrangements (IRAs) 43 Tax-sheltered annuity contracts (TSAs) 50 Federal and state income tax withholding and information reporting 53 Special rules for contracts funding qualified plans 54 Impact of taxes to AXA Equitable 54 - -------------------------------------------------------------------------------- 8. MORE INFORMATION 55 - -------------------------------------------------------------------------------- About Separate Account No. 49 55 About the Trusts 55 About the general account 55 About other methods of payment 55 Dates and prices at which contract events occur 56 About your voting rights 56 About legal proceedings 57 Financial statements 57 Transfers of ownership, collateral assignments, loans and borrowing 57 About Custodial IRAs 57 Distribution of the contracts 57 - -------------------------------------------------------------------------------- APPENDICES - -------------------------------------------------------------------------------- I -- Condensed financial information A-1 II -- Purchase considerations for QP contracts B-1 III -- Hypothetical illustrations C-1 IV -- State contract variations of certain features and benefits D-1 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contents of this Prospectus 3 Index of key words and phrases - -------------------------------------------------------------------------------- This index should help you locate more information on the terms used in this Prospectus. Page account value 24 administrative charge 31 annuitant 16 annuitization options 28 annuity purchase factors 29 Applicable percentage 18 AXA Equitable Retirement Income for Life(SM) benefit 8 AXA Equitable Retirement Income for Life(SM) benefit charge 32 Automatic RMD service 24 beneficiary 38 Beneficiary continuation option ("BCO") 38 business day 56 cash value 24 charges for state premium and other applicable taxes 32 contract date 9 contract date anniversary 9 contract maturity date 30 contract year 9 contributions to Roth IRAs 47 rollovers and transfers 48 conversion contributions 48 contributions to traditional IRAs 44 rollovers and transfers 44 disability, terminal illness or confinement to nursing home 32 disruptive transfer activity 25 distribution charge 31 EQAccess 6 ERISA 33 Excess withdrawal 18 free look 23 free withdrawal amount 32 general account 55 Guaranteed annual payment 8 Guaranteed minimum death benefit 23 IRA cover Page IRS 41 Income base 21 investment options cover Joint life 8 lifetime required minimum distribution withdrawals 27 market timing 25 Mortality and expense risks charge 31 NQ cover partial withdrawals 27 participant 19 portfolio cover processing office 6 QP cover Rebalancing 26 Rollover IRA cover Rollover TSA cover Roth IRA cover SAI cover SEC cover Separate Account No. 49 55 Single life 8 Successor owner and annuitant 38 TOPS 6 TSA cover traditional IRA cover Trusts 25 unit 24 variable investment options cover wire transmittals and electronic applications 55 withdrawal charge 31 To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in this Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract. - -------------------------------------------------------------------------------- Prospectus Contract or Supplemental Materials - -------------------------------------------------------------------------------- variable investment options Investment Funds account value Annuity Account Value unit Accumulation Unit Guaranteed minimum death benefit Guaranteed death benefit - -------------------------------------------------------------------------------- 4 Index of key words and phrases Who is AXA Equitable? - -------------------------------------------------------------------------------- We are AXA Equitable Life Insurance Company ("AXA Equitable") (until 2004, The Equitable Life Assurance Society of the United States), a New York stock life insurance corporation. We have been doing business since 1859. AXA Equitable is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of AXA Equitable, and under its other arrangements with AXA Equitable and AXA Equitable's parent, AXA exercises significant influence over the operations and capital structure of AXA Equitable and its parent. AXA holds its interest in AXA Equitable through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. and AXA Financial Services, LLC. AXA Equitable is obligated to pay all amounts that are promised to be paid under the contracts. No company other than AXA Equitable, however, has any legal responsibility to pay amounts that AXA Equitable owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $795 billion in assets as of December 31, 2006. For more than 100 years AXA Equitable has been among the largest insurance companies in the United States. We are licensed to sell life insurance and annuities in all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. Who is AXA Equitable? 5 HOW TO REACH US You may communicate with our processing office as listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable or delayed (for example our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) P.O. Box 13014 Newark, NJ 07188-0014 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITH CHECKS AND ADDI- TIONAL CONTRIBUTIONS SENT BY EXPRESS DELIVERY: - -------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) c/o JPMorgan Chase -- Remit One Lockbox Processing Lockbox No. 13014 4 Chase Metrotech Center, 7th Floor West Brooklyn, NY 11245-0001 Attn: Remit One Lockbox - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY REGULAR MAIL: - -------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) P.O. Box 1547 Secaucus, NJ 07096-1547 - -------------------------------------------------------------------------------- FOR NEW BUSINESS APPLICATIONS WITHOUT CHECKS AND ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY EXPRESS DELIV- ERY: - -------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) 200 Plaza Drive, 1st Floor Secaucus, NJ 07094 - -------------------------------------------------------------------------------- REPORTS WE PROVIDE: - -------------------------------------------------------------------------------- o written confirmation of financial transactions; o statement of your contract values at the close of each calendar year, and any calendar quarter in which there was a financial transaction; and o annual statement of your contract values as of the close of the contract year. - -------------------------------------------------------------------------------- TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND EQACCESS SYSTEMS: - -------------------------------------------------------------------------------- TOPS is designed to provide you with up-to-date information via touch-tone telephone. EQAccess is designed to provide this information through the Internet. You can obtain information on: o your current account value; o your current allocation percentages; o the number of units you have in the variable investment options; o the daily unit values for the variable investment options; and o performance information regarding the variable investment options (not available through TOPS). You can also: o change your allocation percentages and/or transfer among the investment options; o elect to receive certain contract statements electronically (not available through TOPS); o change your address (not available through TOPS); o change your TOPS personal identification number ("PIN") (through TOPS only) and your EQAccess password (through EQAccess only); and o access Frequently Asked Questions and Service Forms (not available through TOPS). TOPS and EQAccess are normally available seven days a week, 24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. If you are a client with AXA Advisors you may use EQAccess by visiting our website at www.axaonline.com and logging in to access your account. All other clients may access EQAccess by visiting our website at www.axa-equitable.com. Of course, for reasons beyond our control, these services may sometimes be unavailable. We have established procedures to reasonably confirm that the instructions communicated by telephone or Internet are genuine. For example, we will require certain personal identification information before we will act on telephone or Internet instructions and we will provide written confirmation of your transfers. If we do not employ reasonable procedures to confirm the genuineness of telephone or Internet instructions, we may be liable for any losses arising out of any act or omission that constitutes negligence, lack of good faith, or willful misconduct. In light of our procedures, we will not be liable for following telephone or Internet instructions we reasonably believe to be genuine. We reserve the right to limit access to these services if we determine that you engaged in a disruptive transfer activity, such as "market timing" (see "Disruptive transfer activity" in "Transferring your money among investment options" later in this Prospectus). - -------------------------------------------------------------------------------- CUSTOMER SERVICE REPRESENTATIVE: - -------------------------------------------------------------------------------- You may also use our toll-free number (1-800-789-7771) to speak with one of our customer service representatives. Our customer service representatives are available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time. 6 Who is AXA Equitable? WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE PROVIDE FOR THAT PURPOSE: (1) authorization for telephone transfers by your financial professional (available only for contracts distributed through AXA Distributors); (2) conversion of a traditional IRA to a Roth IRA contract; (3) election of the rebalancing program; (4) requests for withdrawals or surrenders from Rollover TSA contracts; (5) tax withholding elections; (6) election of the beneficiary continuation option; (7) IRA contribution recharacterizations; (8) certain Section 1035 exchanges; (9) direct transfers; (10) death claims; (11) change in ownership (NQ only); (12) enrollment in either our Maximum payment plan or Customized payment plan withdrawal options; (13) partial withdrawal requests; and (14) removing or changing successor owner. WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF REQUESTS: (1) address changes; (2) beneficiary changes; (3) transfers between investment options; and (4) contract surrender. TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION: (1) rebalancing; (2) the date annuity payments are to begin. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take. SIGNATURES: The proper person to sign forms, notices and requests would normally be the owner. If there are joint owners, both must sign. Who is AXA Equitable? 7 AXA Equitable Retirement Income for Life(SM) at a glance -- key features - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ AXA Equitable Retirement The AXA Equitable Retirement Income for Life(SM) benefit guarantees that you can take lifetime Income for Life(SM) benefit payments of up to a maximum amount each contract year (your "Guaranteed annual payment"). Your Guaranteed annual payment amount is equal to a percentage of your "Income base." See "Your Income base" in "Contract features and benefits" later in this Prospectus. As shown in the chart immediately below, the applicable percentage is determined based on your age at the time you take your first withdrawal. Age Applicable percentage -------------------------------------------------------------------------------------------------------- 55 - 59-1/2 4.0% 59-1/2 - 64 4.5% 65 - 69 5.0% 70 - 74 5.5% 75 - 79 6.0% 80 and older 6.5% -------------------------------------------------------------------------------------------------------- Payments are taken from your account value and continue during your lifetime even if your account value falls to zero (unless it is caused by a withdrawal that exceeds your Guaranteed annual payment amount). If your contract is based on your life only (you did not name a successor owner) ("Single life"), payments will continue for your life. If your contract is based on joint lives (you named your spouse as successor owner at contract issue) ("Joint life"), payments will continue for the lives of both you and your spouse. QP and TSA Joint life contracts are not permitted. Please see "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum Your Guaranteed minimum death benefit is equal to your total contributions adjusted for withdrawals. death benefit - ------------------------------------------------------------------------------------------------------------------------------------ Contribution amounts o NQ, Rollover IRA, Roth IRA, QP and Rollover TSA contracts o Initial minimum: $25,000 o Additional minimum: $ 1,000* -------------------------------------------------------------------------------------------------------- Maximum contribution limitations may apply. In general, contributions are limited to $1.5 million under all AXA Equitable Retirement Income for Life(SM) series contracts with the same owner or annuitant. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. * For both types of IRA, TSA, and QP contracts ongoing or regular contributions are not permitted; only rollovers or direct transfers are permitted. - ------------------------------------------------------------------------------------------------------------------------------------ Professional investment AXA Equitable Retirement Income for Life(SM)'s variable investment options invest in different management portfolios managed by professional investment advisers. - ------------------------------------------------------------------------------------------------------------------------------------ Tax considerations o No tax on earnings inside the contract until you make withdrawals from your contract or receive annuity payments. -------------------------------------------------------------------------------------------------------- o No tax on transfers among investment options inside the contract. -------------------------------------------------------------------------------------------------------- If you are purchasing an annuity contract as an Individual Retirement Annuity (IRA) or Tax Sheltered Annuity (TSA), or to fund an employer retirement plan (QP or Qualified Plan), you should be aware that such annuities do not provide tax deferral benefits beyond those already provided by the Internal Revenue Code. Before purchasing one of these annuities, you should consider whether its features and benefits beyond tax deferral meet your needs and goals. Because of its income focus, this contract may not be appropriate for Rollover TSA and QP if the funds are subject to withdrawal restrictions. You may also want to consider the relative features, benefits and costs of these annuities compared with any other investment that you may use in connection with your retirement plan or arrangement. - ------------------------------------------------------------------------------------------------------------------------------------ 8 AXA Equitable Retirement Income for Life(SM) at a glance -- key features - ------------------------------------------------------------------------------------------------------------------------------------ Access to your money o Partial withdrawals o Maximum payment plan o Customized payment plan o Contract surrender You may incur a withdrawal charge for certain withdrawals or if you surrender your contract. You may also incur income tax and a tax penalty. - ------------------------------------------------------------------------------------------------------------------------------------ Additional features o Account value rebalancing (quarterly, semiannually, and annually) o Free transfers o Waiver of withdrawal charge for certain withdrawals, disability, terminal illness, or confinement to a nursing home o Successor owner/annuitant o Beneficiary continuation option o Annuitization options - ------------------------------------------------------------------------------------------------------------------------------------ Fees and charges o Daily charges on amounts invested in variable investment options for mortality and expense risks, administrative charges and distribution charges at an annual rate of 1.25%. o No charge for the Guaranteed minimum death benefit. o An annual charge of 0.65% of the Income base for the AXA Equitable Retirement Income for Life(SM) benefit based on a Single life or 0.80% of the Income base for a Joint life (not available as a QP or TSA contract). This charge will be deducted on each contract date anniversary from your account value. See "AXA Equitable Retirement Income for Life(SM) benefit charge" in "Charges and expenses" later in this Prospectus. o No sales charge deducted at the time you make contributions. During the first seven contract years following a contribution, a charge of up to 7% will be deducted from amounts that you withdraw that exceed your Guaranteed annual payment amount. There is no withdrawal charge in the eighth and later contract years following a contribution. Certain other exemptions may apply. See "Your Guaranteed annual payment" under "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" later in this Prospectus for information about how your Guaranteed annual payment amount is calculated. ------------------------------------------------------------------------------------------------------ The "contract date" is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract. The 12-month period beginning on your contract date and each 12-month period after that date is a "contract year." The end of each 12-month period is your "contract date anniversary." For example, if your contract date is May 1, your contract date anniversary is April 30. ------------------------------------------------------------------------------------------------------ o We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. This charge is generally deducted from the amount applied to an annuitization option. o We currently deduct a $350 annuity administrative fee from amounts applied to purchase a variable immediate annuitization option. This option may not be available when you annuitize. This option is described in a separate prospectus that is available from your financial professional. o Annual expenses of the Trust portfolios are calculated as a percentage of the average daily net assets invested in each portfolio. Please see "Fee table" later in this Prospectus for details. - ------------------------------------------------------------------------------------------------------------------------------------ Owner and Annuitant issue NQ, Rollover IRA, Roth IRA and ages Rollover TSA: 55-85 QP: 55-75 - ------------------------------------------------------------------------------------------------------------------------------------ The above is not a complete description of all material provisions of the contract. In some cases, restrictions or exceptions apply. Also, all features of the contract are not necessarily available in your state or at certain ages. Please see Appendix IV later in this Prospectus for more information on state availability and/or variations of certain features and benefits. For more detailed information, we urge you to read the contents of this Prospectus, as well as your contract. Please feel free to speak with your financial professional, or call us, if you have any questions. If for any reason you are not satisfied with your contract, you may return it to us for a refund within a certain number of days. Please see "Your right to cancel within a certain number of days" later in this Prospectus for additional information. AXA Equitable Retirement Income for Life(SM) at a glance -- key features 9 OTHER CONTRACTS We offer a variety of fixed and variable annuity contracts. They may offer features, including investment options, credits, fees and/or charges that are different from those in the contracts offered by this Prospectus. Not every contract is offered through every selling broker-dealer. Some selling broker-dealers may not offer and/or limit the offering of certain features or options, as well as limit the availability of the contracts, based on issue age or other criteria established by the selling broker-dealer. Upon request, your financial professional can show you information regarding other AXA Equitable annuity contracts that he or she distributes. You can also contact us to find out more about the availability of any of the AXA Equitable annuity contracts. You should work with your financial professional to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance. Some selling broker-dealers may limit their clients from purchasing optional benefits based upon the client's age. 10 AXA Equitable Retirement Income for Life(SM) at a glance -- key features Fee table - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. Each of the charges and expenses is more fully described in "Charges and expenses" later in this Prospectus. The first table describes fees and expenses that you will pay at the time that you surrender the contract or if you make certain withdrawals or apply your cash value to certain payout options or if you purchase a Variable Immediate Annuity annuitization option. Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state, may also apply. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value at the time you request certain transactions - ------------------------------------------------------------------------------------------------------------------------------------ Maximum withdrawal charge as a percentage of contributions with- drawn (deducted if you surrender your contract or make certain withdrawals or apply your cash value to certain payout options).(1) 7.00% Charge if you elect a variable payout option upon annuitization (which is described in a separate prospectus for that option). $350 - ------------------------------------------------------------------------------------------------------------------------------------ The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including the portfolio fees and expenses. - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your variable investment options expressed as an annual percentage of daily net assets - ------------------------------------------------------------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL EXPENSES: Mortality and expense risks 0.75% Administrative 0.30% Distribution 0.20% ---- Total Separate account annual expenses 1.25% - ------------------------------------------------------------------------------------------------------------------------------------ Charges we deduct from your account value on each contract date anniversary - ------------------------------------------------------------------------------------------------------------------------------------ Guaranteed minimum death benefit charge: 0.00% AXA Equitable Retirement Income for Life(SM) benefit charge(2) (calculated as a percentage of the Income base): 0.65% for Single life contracts 0.80% for Joint life contracts (Not available as QP or TSA contracts.) Please see "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" for more information about this feature, and "AXA Equitable Retirement Income for Life(SM) benefit charge" in "Charges and expenses," both later in this Prospectus. - ------------------------------------------------------------------------------------------------------------------------------------ You also bear your proportionate share of all fees and expenses paid by a "Portfolio" that corresponds to any variable investment option you are using. This table shows the lowest and highest total operating expenses charged by any of the Portfolios that you will pay periodically during the time that you own the contract. These fees and expenses are reflected in the Portfolio's net asset value each day. Therefore, they reduce the investment return of the Portfolio and the related variable investment option. Actual fees and expenses are likely to fluctuate from year to year. More detail concerning each Portfolio's fees and expenses is contained in the Trust prospectus for the Portfolio. - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio operating expenses expressed as an annual percentage of daily net assets Total Annual Portfolio Operating Expenses for 2006 (expenses that are deducted Lowest Highest from Portfolio assets including management fees, 12b-1 fees, service fees, and/or ------ -------- other expenses)(3) 1.24% 1.58% - ------------------------------------------------------------------------------------------------------------------------------------ Fee table 11 This table shows the fees and expenses for 2006 as an annual percentage of each Portfolio's daily average net assets. - ------------------------------------------------------------------------------------------------------------------------------------ Acquired Net Total Fund Fees Total Annual Fee Waivers Annual and Expenses and/or Expenses Expenses Before Expense (After Management 12b-1 Other (Underlying Expense Reimburse- Expense Portfolio Name Fees(4) Fees(5) Expenses(6) Portfolios)(7) Limitations) ments(8) Limitations) - ------------------------------------------------------------------------------------------------------------------------------------ AXA Premier VIP Trust: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 0.10% 0.25% 0.18% 0.91% 1.44% (0.18)% 1.26% AXA Conservative Allocation 0.10% 0.25% 0.22% 0.67% 1.24% (0.22)% 1.02% AXA Conservative-Plus Allocation 0.10% 0.25% 0.18% 0.72% 1.25% (0.18)% 1.07% AXA Moderate Allocation 0.10% 0.25% 0.17% 0.78% 1.30% (0.17)% 1.13% AXA Moderate-Plus Allocation 0.10% 0.25% 0.17% 0.85% 1.37% (0.17)% 1.20% - ------------------------------------------------------------------------------------------------------------------------------------ EQ Advisors Trust - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Templeton Founding Strategy* 0.05% 0.25% 0.21% 1.07% 1.58% (0.11)% 1.47% - ------------------------------------------------------------------------------------------------------------------------------------ * This investment option will be available on or about May 29, 2007, subject to regulatory approval. Notes: (1) Deducted upon a withdrawal of amounts in excess of your Guaranteed annual payment amount, if applicable: The withdrawal charge percentage we use is determined by the contract year in Contract Annuitant Annuitant which you make the withdrawal or surrender your contract. For each contribution, Year ages 55-80 ages 81-85 we consider the contract year in which we receive that contribution to be 1. . . . . . . . . . . .7.00% . . . 5.00% "contract year 1") 2. . . . . . . . . . . .7.00% . . . 4.00% 3. . . . . . . . . . . .6.00% . . . 3.00% 4. . . . . . . . . . . .6.00% . . . 2.00% 5. . . . . . . . . . . .5.00% . . . 1.00% 6. . . . . . . . . . . .3.00% . . . 0.00% 7. . . . . . . . . . . .1.00% . . . 0.00% 8+ . . . . . . . . . . .0.00% . . . 0.00% (2) If the contract is surrendered or annuitized or a death benefit is paid on any date other than the contract date anniversary, we will deduct a pro rata portion of the charge for that year. (3) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts. See footnote (7) for details. (4) The management fees for each Portfolio cannot be increased without a vote of that Portfolio's shareholders. See footnote (8) for any expense limitation agreement information. (5) Portfolio shares are all subject to fees imposed under the distribution plans (the "Rule 12b-1 Plan") adopted by the Trusts pursuant to Rule 12b-1 under the Investment Company Act of 1940. For the portfolios of AXA Premier VIP Trust and EQ Advisors Trust, the 12b-1 fees will not be increased for the life of the contract. (6) Other expenses shown are those incurred in 2006. The amounts shown as "Other Expenses" will fluctuate from year to year depending on actual expenses. See footnote (8) for any expense limitation agreement information. (7) Each of these variable investment options invests in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("the underlying portfolios"). Amounts shown reflect each portfolio's pro rata share of the fees and expenses of the underlying portfolios in which it invests. The fees and expenses are based on the respective weighted investment allocations as of 12/31/06. (8) The amounts shown reflect any fee waivers and/or expense reimbursements that applied to each Portfolio. AXA Equitable, the investment manager of AXA Premier VIP Trust and EQ Advisors Trust, has entered into expense limitation agreements with respect to certain Portfolios, which are effective through April 30, 2008. Under these agreements, AXA Equitable has agreed to waive or limit its fees and assume other expenses of certain Portfolios, if necessary, in an amount that limits each affected Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage commissions, capitalized expenditures expenses of the underlying portfolios in which the Portfolio invests and extraordinary expenses) to not more than specified amounts. Therefore, each Portfolio may at a later date make a reimbursement to AXA Equitable for any of the management fees waived or limited and other expenses assumed and paid by AXA Equitable pursuant to the expense limitation agreements, provided that the Portfolio's current annual operating expenses do not exceed the operating expense limit determined for such Portfolio. See the prospectus for each applicable underlying Trust for more information about the arrangements. 12 Fee table EXAMPLE This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and underlying trust fees and expenses (including the underlying portfolio fees and expenses). The example below shows the expenses that a hypothetical contract owner would pay in the situations illustrated. The example assumes that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% return each year. The example also assumes maximum contract charges and total annual expenses of the portfolios (before expense limitations) set forth in the previous charts. This example should not be considered a representation of past or future expenses for each option. Actual expenses may be greater or less than those shown. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: Fee table 13 - ------------------------------------------------------------------------------------------------------------------------------------ If you surrender your contract at the end of the applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation $ 1,043.00 $ 1,646.00 $ 2,271.00 $ 3,686.00 AXA Conservative-Plus Allocation $ 1,044.00 $ 1,649.00 $ 2,276.00 $ 3,695.00 AXA Moderate Allocation $ 1,050.00 $ 1,665.00 $ 2,301.00 $ 3,742.00 AXA Moderate-Plus Allocation $ 1,057.00 $ 1,686.00 $ 2,336.00 $ 3,808.00 AXA Aggressive Allocation $ 1,064.00 $ 1,707.00 $ 2,371.00 $ 3,873.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Templeton Founding Strategy** $ 1,079.00 $ 1,750.00 $ 2,440.00 $ 4,001.00 - ------------------------------------------------------------------------------------------------------------------------------------ If you annuitize at the end of the applicable time period and select a non-life contingent period certain annuity option with less than five years - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation N/A $ 1,646.00 $ 2,271.00 $ 3,686.00 AXA Conservative-Plus Allocation N/A $ 1,649.00 $ 2,276.00 $ 3,695.00 AXA Moderate Allocation N/A $ 1,665.00 $ 2,301.00 $ 3,742.00 AXA Moderate-Plus Allocation N/A $ 1,686.00 $ 2,336.00 $ 3,808.00 AXA Aggressive Allocation N/A $ 1,707.00 $ 2,371.00 $ 3,873.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Templeton Founding Strategy** N/A $ 1,750.00 $ 2,440.00 $ 4,001.00 - ------------------------------------------------------------------------------------------------------------------------------------ If you do not surrender your contract at applicable time period - ------------------------------------------------------------------------------------------------------------------------------------ 1 year 3 years 5 years 10 years - ------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation $ 343.00 $ 1,046.00 $ 1,771.00 $ 3,686.00 AXA Conservative-Plus Allocation $ 344.00 $ 1,049.00 $ 1,776.00 $ 3,695.00 AXA Moderate Allocation $ 350.00 $ 1,065.00 $ 1,801.00 $ 3,742.00 AXA Moderate-Plus Allocation $ 357.00 $ 1,086.00 $ 1,836.00 $ 3,808.00 AXA Aggressive Allocation $ 364.00 $ 1,107.00 $ 1,871.00 $ 3,873.00 - ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST: - ------------------------------------------------------------------------------------------------------------------------------------ EQ/Franklin Templeton Founding Strategy** $ 379.00 $ 1,150.00 $ 1,940.00 $ 4,001.00 * This investment option will be available on or about May 29, 2007, subject to regulatory approval. For information on how your contract works under certain hypothetical circumstances, please see Appendix III at the end of this Prospectus. 14 Fee table CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this Prospectus for the unit values and the number of units outstanding as of the end of the periods shown for each of the variable investment options available as of December 31, 2006. Fee table 15 1. Contract features and benefits - -------------------------------------------------------------------------------- HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT You may purchase a contract by making payments to us that we call "contributions." We require a minimum contribution amount of $25,000. The following table summarizes our rules regarding contributions to your contract. The owner, annuitant and successor owner or joint annuitant, if any, must all meet the same issue age requirements. We may refuse to accept any contribution if the sum of all contributions under all AXA Equitable Retirement Income for Life(SM) contracts with the same owner or annuitant would then total more than $1,500,000. We reserve the right to limit aggregate contributions made after the first contract year to 150% of first-year contributions. We may also refuse to accept any contribution if the sum of all contributions under all AXA Equitable annuity accumulation contracts with the same owner or annuitant would then total more than $2,500,000. We may accept less than the minimum initial contribution under a contract if an aggregate amount of contracts purchased at the same time by an individual (including spouse) meets the minimum. Additional contributions are not permitted after the later of: (i) the end of the first contract year, and (ii) the date you make your first withdrawal. Additional contribution rules are set forth in the chart below. ================================================================================ The "owner" is the person who is the named owner in the contract and, if an individual, is the measuring life for determining contract benefits. The "annuitant" is the person who is the measuring life for determining the contract's maturity date. The annuitant is not necessarily the contract owner. Where the owner of a contract is non-natural, the annuitant is the measuring life for determining contract benefits. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Available Minimum Contract type for issue ages contributions - -------------------------------------------------------------------------------- NQ 55 through 85 o $25,000 (initial) o $1,000 (additional) - -------------------------------------------------------------------------------- Rollover IRA 55 through 85 o $25,000 (initial) o $1,000 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions - -------------------------------------------------------------------------------- NQ o After-tax money. o For annuitants up to age 83 at contract issue, no addi- o Paid to us by check or tional contributions may be transfer of contract value in made after attainment of a tax-deferred exchange age 84, or, if later, the under Section 1035 of the first contract date Internal Revenue Code. anniversary.* o For annuitants age 84 or 85 at contract issue, additional contributions may be made up to one year from contract issue. - -------------------------------------------------------------------------------- Rollover IRA o Rollover or direct transfers o For annuitants up to age 83 only; regular IRA contribu- at contract issue, no addi- tions are not permitted. tional contributions may be made after attainment of o Eligible rollover distribu- age 84, or, if later, the tions from TSA contracts first contract date or other 403(b) arrangements, anniversary.* qualified plans, and govern- mental employer 457(b) o For annuitants age 84 or 85 plans. at contract issue, additional contributions may be made up to one year o Rollovers from another from contract issue. traditional individual retirement arrangement. o Contributions after age 70-1/2 must be net of o Direct custodian-to- required minimum custodian transfers from distributions. another traditional indi- vidual retirement arrangement. - -------------------------------------------------------------------------------- 16 Contract features and benefits - -------------------------------------------------------------------------------- Available Minimum Contract type for issue ages contributions - -------------------------------------------------------------------------------- Roth IRA 55 through 85 o $25,000 (initial) o $1,000 (additional) Rollover TSA 55 through 85 o $25,000 (initial) o $1,000 (additional) - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions - -------------------------------------------------------------------------------- Roth IRA o Rollover or direct transfers o For annuitants up to age 83 only; regular Roth IRA con- at contract issue, no addi- tributions are not tional contributions may be permitted. made after attainment of age 84, or, if later, the o Rollover from another Roth first contract date IRA. anniversary.* o For annuitants age 84 or 85 o Rollovers from a "desig- at contract issue, nated Roth contribution additional contributions may account" under a 401(k) be made up to one year from plan or 403(b) contract issue. arrangement. o Conversion rollovers after o Conversion rollovers from a age 70-1/2 must be net of traditional IRA. required minimum distribu- tions for the traditional o Direct transfers from IRA you are rolling over. another Roth IRA. o You cannot roll over funds from a traditional IRA if your adjusted gross income is $100,000 or more. - -------------------------------------------------------------------------------- Rollover TSA o Direct transfers of pre-tax o For annuitants up to age 83 funds from another contract at contract issue, no addi- or arrangement under Sec- tional contributions may be tion 403(b) of the Internal made after attainment of Revenue Code, complying age 84,or, if later, the with IRS Revenue Ruling first contract date 90-24. anniversary.* o For annuitants age 84 or 85 o Eligible rollover distribu- at contract issue, tions of pre-tax funds from additional contributions may other 403(b) plans. Subse- be made up to one year from quent contributions may contract issue. also be rollovers from quali- fied plans, governmental o Rollover or direct transfer employer 457(b) plans and contributions after age traditional IRAs. 70-1/2 must be net of any required minimum distributions. o We do not accept employer- remitted contributions. Contract features and benefits 17 - -------------------------------------------------------------------------------- Available Minimum Contract type for issue ages contributions - -------------------------------------------------------------------------------- QP 55 through 75 o $25,000 (initial) o $1,000 (additional) See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - -------------------------------------------------------------------------------- Contract type Source of contributions Limitations on contributions - -------------------------------------------------------------------------------- QP o Only transfer contributions o A separate QP contract must from other investments be established for each plan within an existing defined participant. contribution qualified plan trust. o We do not accept regular ongoing payroll contribu- o The plan must be qualified tions, or any other under Section 401(a) of the contributions directly from Internal Revenue Code. the employer. o For 401(k) plans, trans- o Only one additional transfer ferred contributions may contribution may be made not include any after-tax during a contract year. contributions, including designated Roth contribu- o No additional transfer con- tions. tributions after participant's attainment of age 76 or, if later, the first contract date anniversary. o Contributions after age 70-1/2 must be net of any required minimum distributions. o We do not accept contribu- tions from defined benefit plans. See Appendix II at the end of this Prospectus for a discussion of purchase considerations of QP contracts. - -------------------------------------------------------------------------------- * For Pennsylvania contracts, please see Appendix IV later in this Prospectus for state variations. See "Tax information" later in this Prospectus for a more detailed discussion of sources of contributions and certain contribution limitations. For information on when contributions are credited under your contract see "Dates and prices at which contract events occur" in "More information" later in this Prospectus. 18 Contract features and benefits OWNER AND ANNUITANT REQUIREMENTS The owner, annuitant and successor owner or joint annuitant, if any, must all meet the same issue age requirements. Under NQ contracts only, the annuitant can be different from the owner. For all contracts other than QP, the owner, successor owner and annuitant, if different, must be age 55-85 at issue. For QP contracts, the annuitant must be age 55-75 at issue. Joint owners are not permitted except under NQ contracts. A successor owner may be named at contract issue only. The successor owner must be the owner's spouse. If you and the successor owner are no longer married, you may either: (i) drop the original successor owner or (ii) replace the original successor owner with your new spouse. This can only be done before the first withdrawal is made from the contract. After the first withdrawal, the successor owner can be dropped but cannot be replaced. A joint annuitant may be named at contract issue only if the contract is owned by a non-natural owner. The annuitant and joint annuitant must be spouses. If the annuitant and joint annuitant are no longer married, you may either: (i) drop the joint annuitant or (ii) replace the original joint annuitant with the annuitant's new spouse. This can only be done before the first withdrawal. After the first withdrawal, the joint annuitant may be dropped but cannot be replaced. Joint annuitants are not permitted under any other contracts. Under both types of IRA and Rollover TSA contracts, the owner and annuitant must be the same person. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant. This option may not be available under your contract. Under QP contracts, the owner must be the trustee of the qualified plan and the annuitant must be the plan participant/employee and all benefits are based on the age of the annuitant. See Appendix II at the end of this Prospectus for more information on QP contracts. HOW YOU CAN MAKE YOUR CONTRIBUTIONS Except as noted below, contributions must be by check drawn on a U.S. bank, in U.S. dollars, and made payable to AXA Equitable. We may also apply contributions made pursuant to a Section 1035 tax-free exchange or a direct transfer. We do not accept third-party checks endorsed to us except for rollover contributions, tax-free exchanges or trustee checks that involve no refund. All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For your convenience, we will accept initial and any permitted additional contributions by wire transmittal from certain broker-dealers who have agreements with us for this purpose, including circumstances under which such contributions are considered received by us when your order is taken by such broker-dealers. See "More information" later in this Prospectus. Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will hold the contribution, whether received via check or wire, in a non-interest bearing suspense account while we try to obtain that information. If we are unable to obtain all of the information we require within five business days after we receive an incomplete application or form, we will inform the financial professional submitting the application on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information. - -------------------------------------------------------------------------------- Our "business day" is generally any day the New York Stock Exchange is open for trading and generally ends at 4:00 p.m. Eastern Time. A business day does not include a day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. - -------------------------------------------------------------------------------- WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT? Your investment options are the variable investment options. Your investment results in any one of the variable investment options will depend on the investment performance of the underlying portfolios. You can lose your principal when investing in the variable investment options. In periods of poor market performance, the net return, after charges and expenses, may result in negative yields. Listed below are the currently available portfolios and their investment objectives. Contract features and benefits 19 PORTFOLIOS OF THE TRUST AXA Equitable serves as the investment manager of the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. Each portfolio of the AXA Premier VIP Trust invests in portfolios of both AXA Premier VIP Trust and EQ Advisors Trust. The EQ/Franklin Templeton Founding Strategy invests in portfolios of the EQ Advisors Trust. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your contract. In addition, the AXA Allocation Portfolios may enable AXA Equitable to more efficiently manage AXA Equitable's financial risks associated with certain guaranteed features including those optional benefits that restrict allocations to the AXA Allocation Portfolios. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. - ---------------------------------------------------------------------------------------------- AXA Premier VIP Trust Portfolio Name Objective - ---------------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION Seeks a high level of current income. - ---------------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS Seeks current income and growth of capital, with a greater ALLOCATION emphasis on current income. - ---------------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION Seeks long-term capital appreciation and current income. - ---------------------------------------------------------------------------------------------- AXA MODERATE-PLUS Seeks long-term capital appreciation and current income, with ALLOCATION a greater emphasis on capital appreciation. - ---------------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION Seeks long-term capital appreciation. - ---------------------------------------------------------------------------------------------- EQ Advisors Trust Objective Portfolio Name - ---------------------------------------------------------------------------------------------- EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks FOUNDING STRATEGY* income. * This investment option will be available on or about May 29, 2007, subject to regulatory approval. You should consider the investment objective, risks, and charges and expenses of the portfolios carefully before investing. The prospectuses for the portfolios contain this and other important information about the portfolios. The prospectuses, which are attached to this Prospectus, should be read carefully before investing. 20 Contract features and benefits ALLOCATING YOUR CONTRIBUTIONS You may allocate your contributions to one or more, or all, of the variable investment options. Allocations must be in whole percentages and you may change your allocations at any time. The total of your allocations into all available investment options must equal 100%. Subsequent contributions are allocated according to instructions on file unless you provide new instructions. The contract is between you and AXA Equitable. The contract is not an investment advisory account, and AXA Equitable is not providing any investment advice or managing the allocations under your contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the contract, have the sole authority to make investment allocations and other decisions under the contract. If your financial professional is with AXA Advisors, he or she is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. AXA EQUITABLE RETIREMENT INCOME FOR LIFE(SM) BENEFIT The AXA Equitable Retirement Income for Life(SM) benefit guarantees that you can take lifetime withdrawals up to a maximum amount per year (your "Guaranteed annual payment"). You may elect one of our automated payment plans or you may take partial withdrawals. All withdrawals reduce your account value and Guaranteed minimum death benefit. See "Accessing your money" later in this Prospectus. You may buy this contract on a single life ("Single life") or a joint life ("Joint life") basis. There is no designated successor owner (or joint annuitant under a contract with a non-natural owner) in a Single life contract and none may be added subsequent to contract issue. For Joint life contracts, you must designate your spouse as the successor owner (or joint annuitant, as applicable) at the time of contract issue. Under a Joint life contract, lifetime withdrawals are guaranteed for the life of both the owner and successor owner (or annuitant and joint annuitant, as applicable). Joint life QP and TSA contracts are not permitted. The cost of the AXA Equitable Retirement Income for Life(SM) benefit will be deducted from your account value on each contract date anniversary. Please see "AXA Equitable Retirement Income for Life(SM) benefit charge" in "Charges and expenses" later in this Prospectus for a description of the charge. You should not purchase this contract if: o You plan to take withdrawals in excess of your Guaranteed annual payment amount because those withdrawals may significantly reduce or eliminate the value of the benefit (see "Effect of Excess withdrawals" below in this section); o You are interested in long term accumulation rather than near-term current payments; or o You are using the contract to fund a Rollover TSA or QP contract where withdrawal restrictions will apply. For traditional IRAs, TSA and QP contracts, the AXA Equitable Retirement Income for Life(SM) contract makes provisions for you to take lifetime required minimum distributions ("RMDs") without losing the value of the AXA Equitable Retirement Income for Life(SM) benefit, provided you comply with the conditions described under "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus, including utilizing our Automatic RMD service. If you do not expect to comply with these conditions, this benefit may have limited usefulness for you and you should consider whether it is appropriate. Please consult your tax adviser. YOUR INCOME BASE At issue, your Income base is equal to your initial contribution and will increase or decrease, as follows: o Your Income base increases by the dollar amount of any subsequent contributions. o Your Income base may be increased on each contract date anniversary, as described below ("Annual step-up"). o Your Income base is not reduced by withdrawals except those withdrawals that exceed your Guaranteed annual payment amount ("Excess withdrawal"). See "Effect of Excess withdrawals" below in this section. YOUR GUARANTEED ANNUAL PAYMENT AMOUNT Your initial Guaranteed annual payment amount is equal to a percentage of the Income base. The applicable percentage ("Applicable percentage") is based on the owner's age at the time of the first withdrawal. For Joint life contracts, the Applicable percentage is based on the age of the owner or successor owner, whoever is younger at the time of the first withdrawal. For Single life contracts held by non-natural owners, the Applicable percentage is based on the annuitant's age. For Joint life contracts held by non-natural owners, the Applicable percentage is based on the younger annuitant's age at the time of the first withdrawal. The Applicable percentages are as follows: - -------------------------------------------------------------------------------- Age Applicable percentage - -------------------------------------------------------------------------------- 55-59-1/2 4.0% 59-1/2-64 4.5% 65-69 5.0% 70-74 5.5% 75-79 6.0% 80 and older 6.5% - -------------------------------------------------------------------------------- We will recalculate the Guaranteed annual payment amount on each contract date anniversary and as of the date of any subsequent contribution or Excess withdrawal, as described below under "Effect of Excess withdrawals" and "Subsequent contributions." The payment amount is guaranteed never to decrease as long as there are no Excess withdrawals. Your Guaranteed annual payments are not cumulative. If you withdraw less than the Guaranteed annual payment amount in any contract year, you may not add the remainder to your Guaranteed annual payment amount in any subsequent year. Contract features and benefits 21 The withdrawal charge, if applicable, is waived for withdrawals up to the Guaranteed annual payment amount, but all withdrawals are counted toward your free withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. EFFECT OF EXCESS WITHDRAWALS An Excess withdrawal is caused when you withdraw more than your Guaranteed annual payment amount in any contract year. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual payment amount, the entire amount of that withdrawal and each subsequent withdrawal in that contract year are considered Excess withdrawals. An Excess withdrawal can cause a significant reduction in both your Income base and your Guaranteed annual payment amount. If you make an Excess withdrawal, we will recalculate your Income base and the Guaranteed annual payment amount, as follows: o The Income base is reset as of the date of the Excess with drawal to equal the lesser of: (i) the Income base immediately prior to the Excess withdrawal and (ii) the account value immediately following the Excess withdrawal. o The Guaranteed annual payment amount is recalculated to equal the lesser of: (i) the Applicable percentage multiplied by the reset Income base and (ii) the Guaranteed annual payment amount prior to the Excess withdrawal. You should not purchase this contract if you plan to take withdrawals in excess of your Guaranteed annual payment amount as such withdrawals significantly reduce or eliminate the value of the AXA Equitable Retirement Income for Life(SM) benefit. If your account value is less than your Income base (due, for example, to negative market performance), an Excess withdrawal, even one that is only slightly more than your Guaranteed annual payment amount, can significantly reduce your Income base and the Guaranteed annual payment amount. For example, assume your Income base is $100,000 and your account value is $80,000 when you decide to begin taking withdrawals at age 65. Your Guaranteed annual payment amount is equal to $5,000 (5.0% of $100,000). You take an initial withdrawal of $8,000. Since your Income base is immediately reset to equal the lesser of your Income base prior to the Excess withdrawal ($100,000) and your account value immediately following the Excess withdrawal ($80,000 minus $8,000), your Income base is now $72,000. In addition, your Guaranteed annual payment amount is reduced to $3,600 (5.0% of $72,000), instead of the original $5,000. Withdrawal charges, if applicable, are applied to the amount of the withdrawal exceeding the Guaranteed annual payment amount. See "Withdrawal charge" in "Charges and expenses" later in this Prospectus. You should further note that an Excess withdrawal that reduces your account value to zero terminates the contract, including all benefits, without value. See "Insufficient account value" in "Determining your contract value" later in this Prospectus. In general, if you purchase this contract as a traditional IRA, QP or TSA and participate in our Automatic RMD service, an automatic withdrawal under that program will not cause an Excess withdrawal, even if it exceeds your Guaranteed annual payment amount. For more information, see "Lifetime required minimum distribution withdrawals" in "Accessing your money" later in this Prospectus. ANNUAL STEP-UP Your Income base is recalculated on each contract date anniversary to equal the greater of: (i) the account value and (ii) the most recent Income base. Your Guaranteed annual payment will also be increased, if applicable, to equal your Applicable percentage times your new Income base. SUBSEQUENT CONTRIBUTIONS Subsequent contributions are not permitted after the later of: (i) the end of the first contract year and (ii) the date the first withdrawal is taken. Anytime you make an additional contribution, your Income base will be increased by the amount of the contribution. Your Guaranteed annual payment amount will be equal to the Applicable percentage of the increased Income base. EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO If your account value falls to zero due to an Excess withdrawal, we will terminate your contract and you will receive no further payments or benefits, as discussed below. If an Excess withdrawal results in a withdrawal that equals more than 90% of your cash value or reduces your cash value to less than $500, we will treat your request as a surrender of your contract even if your AXA Equitable Retirement Income for Life(SM) benefit base is greater than zero. However, if your account value falls to zero, either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges, please note the following: o The AXA Equitable Retirement Income for Life(SM) contract terminates and you will receive a supplementary life annuity contract setting forth your continuing benefits. The owner of the AXA Equitable Retirement Income for Life(SM) contract will be the owner and annuitant. The successor owner, if applicable, will be the joint annuitant. If the owner is non-natural, the annuitant and joint annuitant, if applicable, will be the same as under the AXA Equitable Retirement Income for Life(SM) contract. o No subsequent contributions will be permitted. o The Guaranteed minimum death benefit will remain in effect. o If you were taking withdrawals through the "Maximum payment plan," we will continue the scheduled withdrawal payments on the same basis. o If you were taking withdrawals through the "Customized payment plan" or in unscheduled partial withdrawals, we will pay the balance of the Guaranteed annual payment for that contract year in a lump sum. Payment of the Guaranteed annual payment will begin on the next contract date anniversary. o Payments will continue at the same frequency for Single or Joint life contracts, as applicable, or annually if automatic payments were not being made. 22 Contract features and benefits OTHER IMPORTANT CONSIDERATIONS o You should not purchase this contract if you are interested in long term accumulation rather than current payments or payments in the near future. o Amounts withdrawn in excess of your Guaranteed annual payment amount may be subject to a withdrawal charge, if applicable, as described in "Charges and expenses" later in the Prospectus. In addition, all withdrawals count toward your free withdrawal amount for that contract year. Excess withdrawals can significantly reduce or completely eliminate the value of this benefit. See "Effect of Excess withdrawals" above in this section and "Withdrawing your account value" in "Accessing your money" later in this Prospectus. o Withdrawals made under the AXA Equitable Retirement Income for Life(SM) contract are not taxed as annuity payments. See "Tax information" later in this Prospectus. o All payments under the AXA Equitable Retirement Income for Life(SM) benefit reduce your account value and Guaranteed minimum death benefit. See "How withdrawals are taken from your account value" and "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. o If you withdraw less than the Guaranteed annual payment amount in any contract year, you may not add the remainder to your Guaranteed annual payment amount in any subsequent year. o The AXA Equitable Retirement Income for Life(SM) benefit terminates if the contract is continued under the beneficiary continuation option or the successor owner annuitant feature. o If you surrender your contract to receive its cash value and your cash value is greater than your Guaranteed annual payment amount, all benefits under the contract will terminate, including the AXA Equitable Retirement Income for Life(SM) benefit. o Generally, if you transfer ownership of this contract, you terminate the AXA Equitable Retirement Income for Life(SM) benefit. See "Transfers of ownership, collateral assignments, loans and borrowing" in "More information" later in this Prospectus for more information. o Withdrawals are available under other annuity contracts we offer without purchasing a withdrawal benefit. o If you elect the AXA Equitable Retirement Income for Life(SM) benefit on a Joint life basis and subsequently get divorced, your divorce will not automatically terminate the contract. For both Joint life and Single life contracts, it is possible that the terms of your divorce decree could significantly reduce or completely eliminate the value of this benefit. GUARANTEED MINIMUM DEATH BENEFIT Your contract provides a death benefit. The death benefit is equal to your account value as of the date we receive satisfactory proof of death, any required instructions for the method of payment, information and forms necessary to effect payment, OR the Guaranteed minimum death benefit, whichever provides the higher amount. The Guaranteed minimum death benefit is equal to your total contributions, adjusted for withdrawals (and any associated withdrawal charges), and any taxes that apply. If your total withdrawals exceed your total contributions, your Guaranteed minimum death benefit terminates without value. For more information, please see "How withdrawals affect your Guaranteed minimum death benefit" in "Accessing your money" later in this Prospectus. Please see "Insufficient account value" in "Determining your contract's value" for more information on this guaranteed benefit. YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation right you must mail the contract, with a signed letter of instruction electing this right, to our processing office within 10 days after you receive it. If state law requires, this "free look" period may be longer. Other state variations may apply. Please contact your financial professional to find out what applies in your state. Generally, your refund will equal your account value under the contract on the day we receive notification of your decision to cancel the contract and will reflect any investment gain or loss in the variable investment options, less the daily charges we deduct. Some states require that we refund the full amount of your contribution. For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. We may require that you wait six months before you may apply for a contract with us again if: o you cancel your contract during the free look period; or o you change your mind before you receive your contract whether we have received your contribution or not. Please see "Tax information" later in this Prospectus for possible consequences of cancelling your contract. In addition to the cancellation right described above, if you fully convert an existing traditional IRA contract to a Roth IRA contract, you may cancel your Roth IRA contract and return to a Rollover IRA contract, whichever applies. Our processing office, or your financial professional, can provide you with the cancellation instructions. Contract features and benefits 23 2. Determining your contract's value - -------------------------------------------------------------------------------- YOUR ACCOUNT VALUE AND CASH VALUE Your "account value" is the total of the values you have in the variable investment options. Your contract also has a "cash value." At any time before annuity payments begin, your contract's cash value is equal to the account value, less: (i) the pro rata portion of the AXA Equitable Retirement Income for Life(SM) benefit charge and (ii) any applicable withdrawal charges. Please see "Surrendering your contract to receive its cash value" in "Accessing your money" later in this Prospectus. YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS Each variable investment option invests in shares of a corresponding portfolio. Your value in each variable investment option is measured by "units." The value of your units will increase or decrease as though you had invested it in the corresponding portfolio's shares directly. Your value, however, will be reduced by the amount of the fees and charges that we deduct under the contract. The unit value for each variable investment option depends on the investment performance of that option less daily charges for: (i) mortality and expense risks; (ii) administrative expenses; and (iii) distribution charges. On any day, your value in any variable investment option equals the number of units credited to that option, adjusted for any units purchased for or deducted from your contract under that option, multiplied by that day's value for one unit. The number of your contract units in any variable investment option does not change unless they are: (i) increased to reflect additional contributions; (ii) decreased to reflect a withdrawal (plus applicable withdrawal charges); or (iii) increased to reflect a transfer into, or decreased to reflect a transfer out of, a variable investment option. In addition, when we deduct the AXA Equitable Retirement Income for Life(SM) benefit charge, the number of units credited to your contract will be reduced. A description of how unit values are calculated is found in the SAI. INSUFFICIENT ACCOUNT VALUE Your contract will terminate if your account value is insufficient to pay any applicable charges when due. Your account value could become insufficient due to withdrawals and/or poor market performance. Upon such termination, you will lose all your rights under your contract and any guaranteed benefits, except as discussed earlier in this Prospectus in "Contract features and benefits" under "Effect of your account value falling to zero." See Appendix IV later in this Prospectus for any state variations with regard to terminating your contract. 24 Determining your contract's value 3. Transferring your money among investment options - -------------------------------------------------------------------------------- TRANSFERRING YOUR ACCOUNT VALUE You can transfer some or all of your account value among the investment options. In addition, we reserve the right to restrict transfers among variable investment options, including limitations on the number, frequency, or dollar amount of transfers. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. You may request a transfer in writing, by telephone using TOPS or through EQAccess. You must send in all written transfer requests directly to our processing office. Transfer requests should specify: (1) the contract number, (2) the dollar amounts or percentages of your current account value to be transferred, and (3) the investment options to and from which you are transferring. We will confirm all transfers in writing. Please see "Allocating your contributions" in "Contract features and benefits" for more information about your role in managing your allocations. DISRUPTIVE TRANSFER ACTIVITY You should note that the contract is not designed for professional "market timing " organizations, or other organizations or individuals engaging in a market timing strategy. The contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the variable investment options invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all contract owners. We offer investment options with underlying portfolios that are part of AXA Premier VIP Trust and EQ Advisors Trust (together, the "trusts"). The trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the trust obtains from us contract owner trading activity. The trusts currently consider transfers into and out of (or vice versa) the same variable investment option within a five business day period as potentially disruptive transfer activity. In most cases, each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. When a contract owner is identified as having engaged in a potentially disruptive transfer under the contract for the first time, a letter is sent to the contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and Transferring your money among investment options 25 procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this Prospectus, neither trust had implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. REBALANCING YOUR ACCOUNT VALUE We currently offer a rebalancing program that you can use to automatically reallocate your account value among the variable investment options. In order to participate, you must tell us: (a) the percentage you want invested in each variable investment option (whole percentages only), and (b) how often you want the rebalancing to occur (quarterly, semiannually, or annually on a contract year basis). Rebalancing will occur on the same day of the month as the contract date. If a contract is established after the 28th, rebalancing will occur on the first business day of the month following the contract issue date. While your rebalancing program is in effect, we will transfer amounts among the variable investment options so that the percentage of your account value that you specify is invested in each option at the end of each rebalancing date. Your entire account value in the variable investment options must be included in the rebalancing program. - -------------------------------------------------------------------------------- Rebalancing does not assure a profit or protect against loss. You should periodically review your allocation percentages as your needs change. You may want to discuss the rebalancing program with your financial professional before electing the program. - -------------------------------------------------------------------------------- You may elect the rebalancing program at any time. You may also change your allocation instructions or cancel the program at any time. If you request a transfer while the rebalancing program is in effect, we will process the transfer as requested; your rebalancing allocations will not be changed; and the rebalancing program will remain in effect unless you request that it be canceled in writing. There is no charge for the rebalancing feature. 26 Transferring your money among investment options 4. Accessing your money - -------------------------------------------------------------------------------- WITHDRAWING YOUR ACCOUNT VALUE You have several ways to withdraw your account value as described below. For some QP or Rollover TSA contracts, your ability to take withdrawals under your contract may be limited. See "Tax information" later in this Prospectus. No loans are permitted under this contract. When selecting a withdrawal method, it is important to remember that Excess withdrawals may significantly reduce the value of the AXA Equitable Retirement Income for Life(SM) benefit and contract. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. You should choose a withdrawal method that is most appropriate for your needs AND does not cause payment amounts in excess of your Guaranteed annual payment amount. Please see "Insufficient account value" in "Determining your contract value" earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum death benefit," below for more information on how withdrawals affect your guaranteed benefits and could potentially cause your contract to terminate. All withdrawals in a contract year up to the Guaranteed annual payment amount are not subject to a withdrawal charge. AUTOMATIC PAYMENT PLANS You may take automatic withdrawals under either the Maximum payment plan or the Customized payment plan, as described below. Under either plan, you may take withdrawals on a monthly, quarterly or annual basis. You may change the payment frequency of your withdrawals at any time, and the change will become effective on the next contract date anniversary. You may elect either the Maximum payment plan or the Customized payment plan at any time. You must wait at least 28 days from contract issue before automatic payments begin. We will make the withdrawals on any day of the month that you select as long as it is not later than the 28th day of the month. MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of the Guaranteed annual payment amount in scheduled payments. The amount of the withdrawal may increase on contract date anniversaries with any Annual step-up. If you elect the Maximum payment plan and start monthly or quarterly payments after the beginning of a contract year, the payments you take that year will be less than your Guaranteed annual payment amount. If you take a partial withdrawal while the Maximum payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the withdrawal of a fixed amount less than or equal to the Guaranteed annual payment amount in scheduled payments. The amount of the withdrawal will not be increased on contract date anniversaries with any Annual step-up, even if applicable. You must elect to change the scheduled payment amount. It is important to note that if you elect the Customized payment plan and start monthly or quarterly withdrawals after the beginning of a contract year, you could select scheduled payment amounts that would cause an Excess withdrawal. As discussed earlier in the Prospectus, Excess withdrawals may significantly reduce the value of the AXA Equitable Retirement Income for Life(SM) benefit. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you take a partial withdrawal while the Customized payment plan is in effect, we will terminate the plan. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. PARTIAL WITHDRAWALS You may also take partial withdrawals from your account value at any time. (Rollover TSA and QP contracts may have restrictions.) The minimum amount you may withdraw is $300. If you elect to take partial withdrawals, you should monitor your withdrawals to ensure that you do not exceed your Guaranteed annual payment amount in any contract year and cause an Excess withdrawal. As discussed earlier in the prospectus, Excess withdrawals may significantly reduce the value of the AXA Equitable Retirement Income for Life(SM) contract. See "Effect of Excess withdrawals" in "Contract features and benefits" earlier in this Prospectus. LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, QP and Rollover TSA contracts only -- See "Tax information" later in this Prospectus) We offer our "automatic required minimum distribution (RMD) service" to help you meet lifetime required minimum distributions under federal income tax rules. This is not the exclusive way for you to meet these rules, however, it may be advisable for you to elect our Automatic RMD service as discussed below. After consultation with your tax adviser, you may decide to compute required minimum distributions yourself and request partial withdrawals. In such a case, a withdrawal charge may apply. Before electing this account based withdrawal option, you should consider whether annuitization might be better in your situation. Also, the actuarial present value of additional contract benefits must be added to the account value in calculating required minimum distribution withdrawals from annuity contracts funding qualified plans, TSAs and IRAs, which could increase the amount required to be withdrawn. Please refer to "Tax information" later in this Prospectus. You may elect this service in the year in which you reach age 70-1/2 or in any later year. The minimum amount we will pay out is $250. Cur- Accessing your money 27 rently, minimum distribution withdrawal payments will be made annually. See "Required minimum distributions" in "Tax information" later in this Prospectus for your specific type of retirement arrangement. Generally, if you elect our Automatic RMD service, any lifetime required minimum distribution payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal. If you elect either the Maximum payment plan or the Customized payment plan AND our Automatic RMD service, we will make an extra payment, if necessary, on December 1st that will equal your lifetime required minimum distribution less all payments made through November 30 and any scheduled December payment. The combined automatic plan payments and lifetime required minimum distribution payment will not be treated as Excess withdrawals, if applicable. However, if you take any partial withdrawals in addition to your lifetime required minimum distribution and automatic payment plan payments, your applicable automatic payment plan will be terminated. The partial withdrawal may cause an Excess withdrawal and may be subject to a withdrawal charge. You may enroll in the plan again at any time, but the scheduled payments will not resume until the next contract date anniversary. Further, your Income base and Guaranteed annual payment amount may be reduced. See "Effect of Excess Withdrawals" in "Contract features and benefits" earlier in this Prospectus. If you elect our Automatic RMD service and elect to take your Guaranteed annual payments amount in partial withdrawals, we will make a payment, if necessary, on December 1st that will equal your required minimum distribution less all payments made through November 30. Any RMD payment we make to you under our Automatic RMD service will not be treated as an Excess withdrawal; however, any other withdrawals in the same contract year may be treated as Excess withdrawals. We do not impose a withdrawal charge on lifetime required minimum distributions if you are enrolled in our Automatic RMD service and one of our automatic payment plans. However, if you take any partial withdrawals, this waiver will not apply. - -------------------------------------------------------------------------------- For Rollover IRA and Rollover TSA contracts, we will send a form outlining the distribution options available in the year you reach age 70-1/2 (if you have not begun your annuity payments before that time). - -------------------------------------------------------------------------------- HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE Unless you specify otherwise, we will subtract your withdrawals on a pro rata basis from your value in the variable investment options. HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM DEATH BENEFIT Subject to state approval, for contracts applied for on or after September 18, 2006, withdrawals will reduce your Guaranteed minimum death benefit on a dollar-for-dollar basis up to the Guaranteed annual payment amount. Once a withdrawal causes cumulative withdrawals in a contract year to exceed your Guaranteed annual payment amount, however, your Guaranteed minimum death benefit is reduced on a pro rata basis. HOW WITHDRAWALS AFFECT THE AXA EQUITABLE RETIREMENT INCOME FOR LIFE(SM) BENEFIT Your Income base is not reduced by withdrawals up to the Guaranteed annual payment amount. Withdrawals that exceed the Guaranteed annual payment amount, however, can significantly reduce your Income base and Guaranteed annual payment. For more information, see "Effect of Excess withdrawals" and "Other important considerations" under "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" earlier in this Prospectus. SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE You may surrender your contract to receive its cash value at any time while the owner is living and before you annuitize. (Rollover TSA and QP contracts may have restrictions.) For a surrender to be effective, we must receive your written request and your contract at our processing office. We will determine your cash value on the date we receive the required information. All benefits under the contract will terminate as of the date we receive the required information, including the AXA Equitable Retirement Income for Life(SM) benefit, if your cash value is greater than your Guaranteed annual payment amount remaining for the contract year. For more information, please see "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus. You may receive your cash value in a single sum payment or apply it to one or more of the annuitization options. See "Your annuitization options" below. For the tax consequences of surrenders, see "Tax information" later in this Prospectus. WHEN TO EXPECT PAYMENTS Generally, we will fulfill requests for payments out of the variable investment options within seven calendar days after the date of the transaction to which the request relates. These transactions may include payment of a death benefit, payment of any amount you withdraw (less any withdrawal charge), payment of the cash value (upon surrender), and applying proceeds upon annuitization. We may postpone such payments or applying proceeds for any period during which: (1) the New York Stock Exchange is closed or restricts trading, (2) sales of securities or determination of the fair value of a variable investment option's assets is not reasonably practicable because of an emergency, or (3) the SEC, by order, permits us to defer payment to protect people remaining in the variable investment options. We may defer payments for a reasonable amount of time (not to exceed 10 days) while we are waiting for a contribution check to clear. All payments are made by check and are mailed to you (or the payee named in a tax-free exchange) by U.S. mail, unless you request that we use an express delivery service at your expense. Express delivery service is not available for automatic payment plan payments. YOUR ANNUITIZATION OPTIONS You may elect to annuitize your contract after one year. When your contract is annuitized, the AXA Equitable Retirement Income for Life(SM) 28 Accessing your money benefit will terminate without value. Payments you receive under the annuitization option you select may be more or less than your Guaranteed annual payment amount. You should consider the relative payment amounts carefully before annuitizing. The AXA Equitable Retirement Income for Life(SM) contract guarantees that you can apply your account value to receive fixed lifetime annuity payments. You may also elect to receive payments under any other annuitization option that we offer at the time. Please see Appendix IV later in this Prospectus for variations that may apply in your state. We currently offer the annuitization options listed below. Restrictions may apply, depending on the type of contract you own or the annuitant's age at contract issue. - -------------------------------------------------------------------------------- Fixed annuitization options Life annuity Life annuity with period certain Life annuity with refund certain Period certain annuity - -------------------------------------------------------------------------------- Variable Immediate Annuity Life annuity annuitization options Life annuity with period certain - -------------------------------------------------------------------------------- o Life annuity: An annuity that guarantees payments for the rest of the annuitant's life. Payments end with the last monthly payment before the annuitant's death. Because there is no continuation of benefits following the annuitant's death with this annuitization option, it provides the highest monthly payment of any of the life annuity options, so long as the annuitant is living. o Life annuity with period certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the end of a selected period of time ("period certain"), payments continue to the beneficiary for the balance of the period certain. The period certain cannot extend beyond the annuitant's life expectancy. A life annuity with a period certain is the form of annuity under the contract that you will receive if you do not elect a different annuitization option. In this case, the period certain will be based on the annuitant's age and will not exceed 10 years. o Life annuity with refund certain: An annuity that guarantees payments for the rest of the annuitant's life. If the annuitant dies before the amount applied to purchase the annuity option has been recovered, payments to the beneficiary will continue until that amount has been recovered. This annuitization option is available only as a fixed annuity. o Period certain annuity: An annuity that guarantees payments for a specific period of time, usually 5, 10, 15, or 20 years. This guaranteed period may not exceed the annuitant's life expectancy. This option does not guarantee payments for the rest of the annuitant's life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments. This payout option is available only as a fixed annuity. The life annuity, life annuity with period certain, and life annuity with refund certain payout options are available on a single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant's life, and after the annuitant's death, payments continue to the survivor. We may offer other payout options not outlined here. Your financial professional can provide details. Annuity purchase factors. Annuity purchase factors are the factors applied to determine your periodic payments under the annuitization options. The guaranteed annuity purchase factors are those factors specified in your contract. The current annuity purchase factors are those factors that are in effect at any given time. Annuity purchase factors are based on interest rates, mortality tables, frequency of payments, the form of annuity benefit, and the annuitant's (and any joint annuitant's) age and sex in certain instances. FIXED ANNUITIZATION OPTIONS With fixed annuities, we guarantee fixed annuity payments will be based either on the tables of guaranteed annuity purchase factors in your contract or on our then current annuity purchase factors, whichever is more favorable for you. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION OPTION Variable Immediate Annuities are described in a separate prospectus that is available from your financial professional. Before you select a Variable Immediate Annuity annuitization option, you should read the prospectus which contains important information that you should know. Variable Immediate Annuities may be funded through your choice of available variable investment options investing in portfolios of EQ Advisors Trust and AXA Premier VIP Trust. The contract also offers a fixed income annuity annuitization option that can be elected in combination with the variable income annuity annuitization option. The amount of each variable income annuity payment will fluctuate, depending upon the performance of the variable investment options, and whether the actual rate of investment return is higher or lower than an assumed base rate. THE AMOUNT APPLIED TO PURCHASE AN ANNUITIZATION OPTION The amount applied to purchase an annuitization option varies, depending on the annuitization option that you choose, and the timing of your purchase as it relates to any withdrawal charges. For the fixed annuitization options and Variable Immediate Annuity annuitization options, no withdrawal charge is imposed if you select a life annuity, life annuity with period certain or life annuity with refund certain. The withdrawal charge applicable under your AXA Equitable Retirement Income for Life(SM) contract is imposed if you select a non-life contingent period certain payout annuity. If the period certain is more than 5 years, then the withdrawal charge deducted will not exceed 5% of the account value. SELECTING AN ANNUITIZATION OPTION When you select an annuitization option, we will issue you a separate written agreement confirming your right to receive annuity payments. Accessing your money 29 We require you to return your contract before annuity payments begin. The contract owner and annuitant must meet the issue age and payment requirements. You can choose the date annuity payments begin but it may not be earlier than 13 months from the AXA Equitable Retirement Income for Life(SM) contract date. You can change the date your annuity payments are to begin anytime before that date as long as you do not choose a date later than the 28th day of any month. Also, that date may not be later than the annuity maturity date described below. The amount of the annuity payments will depend on the amount applied to purchase the annuity and the applicable annuity purchase factors, discussed earlier. The amount of each annuity payment will be less with a greater frequency of payments or with a longer duration of a non-life contingent annuity or a longer certain period of a life contingent annuity. Once elected, the frequency with which you receive payments cannot be changed. If, at the time you elect an annuitization option, the amount to be applied is less than $2,000 or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the annuitization option chosen. YOUR CONTRACT'S MATURITY DATE Your contract has a maturity date by which you must either take a lump sum payment or select an annuity payout option. The maturity date is based on the age of the original annuitant at contract issue and cannot be changed even if you name a new annuitant. The maturity date is generally the contract date anniversary that follows the annuitant's 95th birthday. We will send a notice with the annual statement one year prior to the maturity age. If your contract is annuitized at maturity, we will offer an annuity payout option that guarantees you will receive payments for life that are at least equal to what you would have received under the AXA Equitable Retirement Income for Life(SM) benefit. As described in "Contract features and benefits" under "AXA Equitable Retirement Income for Life(SM) benefit," these payments will have the potential to increase with favorable investment performance. Any remaining Guaranteed minimum death benefit value will be transferred to the annuity payout contract as your "minimum death benefit." The minimum death benefit will be reduced by each payment. If you die while there is any minimum death benefit remaining, it will be paid to your beneficiary. Please see Appendix IV later in this Prospectus for variations that may apply in your state. 30 Accessing your money 5. Charges and expenses - -------------------------------------------------------------------------------- CHARGES THAT AXA EQUITABLE DEDUCTS We deduct the following charges each day from the net assets of each variable investment option. These charges are reflected in the unit values of each variable investment option: o A mortality and expense risks charge o An administrative charge o A distribution charge We deduct the following charges from your account value. When we deduct these charges from your variable investment options, we reduce the number of units credited to your contract: o At the time you make certain withdrawals or surrender your contract -- a withdrawal charge. o On each contract date anniversary -- a charge for the AXA Equitable Retirement Income for Life(SM) benefit. We will deduct a pro rata portion of this charge upon contract surrender, annuitization or death benefit payment. o At the time annuity payments are to begin -- charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. An annuity administrative fee may also apply. More information about these charges appears below. We will not increase these charges for the life of your contract, except as noted. We may reduce certain charges under group or sponsored arrangements. See "Group or sponsored arrangements" later in this section. The charges under the contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If, as we expect, the charges that we collect from the contracts exceed our total costs in connection with the contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this Prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray, a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the policies. To help with your retirement planning, we may offer other annuities with different charges, benefits, and features. Please contact your financial professional for more information. SEPARATE ACCOUNT ANNUAL EXPENSES Mortality and expense risks charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for mortality and expense risks, including the Guaranteed minimum death benefit. The daily charge is equivalent to an annual rate of 0.75% of the net assets in each variable investment option. The mortality risk we assume is the risk that annuitants as a group will live for a longer time than our actuarial tables predict. If that happens, we would be paying more in annuity income than we planned. We also assume a risk that the mortality assumptions reflected in our guaranteed annuity payment tables, shown in each contract, will differ from actual mortality experience. Lastly, we assume a mortality risk to the extent that at the time of death, the Guaranteed minimum death benefit exceeds the cash value of the contract. The expense risk we assume is the risk that it will cost us more to issue and administer the contracts than we expect. Administrative charge. We deduct a daily charge from the net assets in each variable investment option. The charge is to compensate us for administrative expenses under the contracts. The daily charge is equivalent to an annual rate of 0.30% of the net assets in each variable investment option. Distribution charge. We deduct a daily charge from the net assets in each variable investment option to compensate us for a portion of our sales expenses under the contracts. The daily charge is equivalent to an annual rate of 0.20% of the net assets in each variable investment option. WITHDRAWAL CHARGE A withdrawal charge applies in two circumstances: (1) if you make one or more withdrawals during a contract year that, in total, exceed your Guaranteed annual payment amount, described in "Your Guaranteed annual payment amount" under "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" earlier in this Prospectus, or (2) if you surrender your contract to receive its cash value or apply your cash value to a non-life contingent annuitization option. If you surrender your contract or apply your cash value to a non-life contingent annuitization option, the withdrawal charge will apply to your entire surrender amount, without any reduction due to the Guaranteed annual payment amount. For more information about the withdrawal charge if you select an annuity payout option, see "Your annuity payout options--The amount applied to purchase an annuitization option" in "Accessing your money" earlier in the Prospectus. The withdrawal charge equals a percentage of the contributions withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table: Charges and expenses 31 - -------------------------------------------------------------------------------- Contract year - -------------------------------------------------------------------------------- 1 2 3 4 5 6 7 8+ Percentage of Annuitant contribution ages 55-80 7% 7% 6% 6% 5% 3% 1% 0% - -------------------------------------------------------------------------------- Annuitant ages 81-85* 5% 4% 3% 2% 1% 0% 0% 0% - -------------------------------------------------------------------------------- For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as "contract year 1." Amounts withdrawn up to your Guaranteed annual payment amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See "Tax information" later in this Prospectus. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the withdrawal charge from your account value. Any amount deducted to pay withdrawal charges is also subject to that same withdrawal charge percentage. We deduct the charge in proportion to the amount of the withdrawal subtracted from each investment option. The withdrawal charge helps cover our sales expenses. For purposes of calculating reductions in your guaranteed benefits and associated benefit bases, the withdrawal amount includes both the withdrawal amount paid to you and the amount of the withdrawal charge deducted from your account value. For more information, see "Guaranteed minimum death benefit" and "How withdrawals affect your Guaranteed minimum death benefit" earlier in the Prospectus. The withdrawal charge does not apply in the circumstances described below. Free withdrawal amount. We will waive any withdrawal charge for any withdrawal during the contract year up to the Guaranteed annual payment amount. See "Your Guaranteed annual payment amount" under "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" earlier in this Prospectus for information about how your Guaranteed annual payment amount is calculated. Each withdrawal, however, reduces your free withdrawal amount for that contract year by the amount of the withdrawal. Withdrawal charges are generally applied to the amount of the withdrawal that exceeds the Guaranteed annual payment amount. See "Withdrawal charge" earlier in this section. Disability, terminal illness, or confinement to nursing home. The withdrawal charge also does not apply if: (i) The owner has qualified to receive Social Security disability benefits as certified by the Social Security Administration; or (ii) We receive proof satisfactory to us (including certification by a licensed physician) that the owner's life expectancy is six months or less; or (iii) The owner has been confined to a nursing home for more than 90 days (or such other period, as required in your state) as verified by - ---------------------- * For Connecticut contracts, please see Appendix IV later in this Prospectus for state variations. a licensed physician. A nursing home for this purpose means one that is (a) approved by Medicare as a provider of skilled nursing care service, or (b) licensed as a skilled nursing home by the state or territory in which it is located (it must be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets all of the following: - - its main function is to provide skilled, intermediate, or custodial nursing care; - - it provides continuous room and board to three or more persons; - - it is supervised by a registered nurse or licensed practical nurse; - - it keeps daily medical records of each patient; - - it controls and records all medications dispensed; and - - its primary service is other than to provide housing for residents. We reserve the right to impose a withdrawal charge, in accordance with your contract and applicable state law, if the conditions described in (i), (ii) or (iii) above existed at the time a contribution was remitted or if the condition began within 12 months of the period following remittance. Some states may not permit us to waive the withdrawal charge in the above circumstances, or may limit the circumstances for which the withdrawal charge may be waived. Your financial professional can provide more information or you may contact our processing office. The withdrawal charge does not apply to contracts issued in certain exchange programs that may be offered to owners of eligible contracts. Any such program will be described in the prospectus for the eligible contracts. You may contact your financial professional for more information. GUARANTEED MINIMUM DEATH BENEFIT CHARGE There is no additional charge for the Guaranteed minimum death benefit. AXA EQUITABLE RETIREMENT INCOME FOR LIFE(SM) BENEFIT CHARGE If the contract is based on a Single life, the charge is equal to 0.65% of your Income base. If the contract is based on a Joint life (not available as a QP or TSA contract), the charge is equal to 0.80%. We will deduct this charge annually on each contract date anniversary from your value in the variable investment options on a pro rata basis. For Joint life contracts, if the successor owner is dropped before you take your first withdrawal, we will adjust the charge at that time to reflect a Single life. After the Guaranteed annual payments begin, the charge will remain 0.80% even if you drop the successor owner from your contract. We will deduct a pro rata portion of the charge upon contract surrender, annuitization or death benefit payment. If you change ownership of the contract, both the charge and the benefit are terminated. CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES We deduct a charge designed to approximate certain taxes that may be imposed on us, such as premium taxes in your state. Generally, we 32 Charges and expenses deduct the charge from the amount applied to provide an annuitization option. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. VARIABLE IMMEDIATE ANNUITY ANNUITIZATION OPTION ADMINISTRATIVE FEE We currently deduct a fee of $350 from the amount to be applied to the Variable Immediate Annuity annuitization option. This option may not be available at the time you elect to annuitize or it may have a different charge. CHARGES THAT THE TRUSTS DEDUCT The Trusts deduct charges for the following types of fees and expenses: o Management fees ranging from 0.05% to 0.10%. o 12b-1 fees of 0.25%. o Operating expenses, such as trustees' fees, independent public accounting firms' fees, legal counsel fees, administrative service fees, custodian fees and liability insurance. o Investment related expenses such as brokerage commissions. These charges are reflected in the daily share price of each portfolio. Since shares of each Trust are purchased at their net asset value, these fees and expenses are, in effect, passed on to the variable investment options and are reflected in their unit values. Certain portfolios available under the contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively, the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. For more information about these charges, please refer to the prospectus for the Trust. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce the withdrawal charge or the mortality and expense risks charge, or change the minimum initial contribution requirements. We also may change the Guaranteed minimum death benefit or offer variable investment options that invest in shares of the Trusts that are not subject to the 12b-1 fee. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Group arrangements are not available for IRA contracts. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. Our costs for sales, administration and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges. We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation will reflect differences in costs or services and will not be unfairly discriminatory. Group or sponsored arrangements may be governed by federal income tax rules, the Employee Retirement Income Security Act of 1974 ("ERISA"), or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers. OTHER DISTRIBUTION ARRANGEMENTS We may reduce or eliminate charges when sales are made in a manner that results in savings of sales and administrative expenses, such as sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of charges where it would be unfairly discriminatory. Charges and expenses 33 6. Effect of death - -------------------------------------------------------------------------------- In general, if you die while the contract is in force, the contract terminates and the applicable death benefit is paid. There are various circumstances, however, in which the contract continues in force with a successor owner, a successor owner/annuitant or under a Beneficiary continuation option ("BCO"). In some of the circumstances, the AXA Equitable Retirement Income for Life(SM) benefit terminates even though the contract continues. The effect of death on your AXA Equitable Retirement Income for Life(SM) contract and benefit varies depending on the circumstances. This chart summarizes the effect of death on contract continuation, AXA Equitable Retirement Income for Life(SM) benefit continuation, and payment of a death benefit in various situations. For more information about our successor owner/annuitant and beneficiary continuation options, please see "Successor owner and annuitant" and "Beneficiary continuation option" later in this section. A. IF DEATH OCCURS BEFORE THE ACCOUNT VALUE FALLS TO ZERO OR BEFORE YOU ELECT AN ANNUITIZATION OPTION: - -------------------------------------------------------------------------------- Single life contracts: - -------------------------------------------------------------------------------- IF THE DECEASED IS THE AND AND - -------------------------------------------------------------------------------- Contract Owner Is also the annuitant The beneficiary is the surviving spouse - -------------------------------------------------------------------------------- Contract Owner Is also the annuitant The beneficiary is not the sur- viving spouse - -------------------------------------------------------------------------------- Contract Owner Annuitant is living Beneficiary is either spouse or non-spouse - -------------------------------------------------------------------------------- Annuitant The owner is living - -------------------------------------------------------------------------------- Annuitant Owner is non-natural Beneficiary is the spouse of the annuitant - -------------------------------------------------------------------------------- Annuitant Owner is non-natural Beneficiary is not the spouse of the annuitant - -------------------------------------------------------------------------------- IF THE DECEASED THEN - -------------------------------------------------------------------------------- Contract Owner The AXA Equitable Retirement Income for Life(SM) benefit terminates, and the death benefit is payable. Your spouse can continue the contract, without the AXA Equitable Retirement Income for Life(SM) benefit, under either the suc- cessor owner/annuitant or Beneficiary continuation options. - -------------------------------------------------------------------------------- Contract Owner The AXA Equitable Retirement Income for Life(SM) benefit terminates, and the death benefit is payable. Your benefi- ciary can continue the contract, without the AXA Equitable Retirement Income for Life(SM) benefit, under the Beneficiary continuation option. - -------------------------------------------------------------------------------- Contract Owner The AXA Equitable Retirement Income for Life(SM) benefit terminates, and the death benefit is payable. The contract, without the AXA Equitable Retirement Income for Life(SM) benefit, can be continued under the Beneficiary continua- tion option. - -------------------------------------------------------------------------------- Annuitant You become the annuitant, the contract and AXA Equitable Retirement Income for Life(SM) benefit continue, and no death benefit is payable. - -------------------------------------------------------------------------------- Annuitant The AXA Equitable Retirement Income for Life(SM) benefit terminates, and the death benefit is payable. Your spouse can continue the contract, without the AXA Equitable Retirement Income for Life(SM) benefit, as the annuitant or under the Beneficiary continuation option. - -------------------------------------------------------------------------------- Annuitant The AXA Equitable Retirement Income for Life(SM) benefit terminates, and the death benefit is payable. Your benefi- ciary can continue the contract, without the AXA Equitable Retirement Income for Life(SM) benefit, under the Beneficiary continuation option. - -------------------------------------------------------------------------------- 34 Effect of death - -------------------------------------------------------------------------------- Joint life contracts:* - -------------------------------------------------------------------------------- IF THE DECEASED IS THE AND AND - -------------------------------------------------------------------------------- Contract Owner Is also the annuitant The successor owner is living - -------------------------------------------------------------------------------- Contract Owner The annuitant is living The successor owner is also living - -------------------------------------------------------------------------------- Contract Owner The successor owner is The annuitant is living also dead - -------------------------------------------------------------------------------- Successor Owner The owner is living The annuitant is living - -------------------------------------------------------------------------------- Annuitant Owner is living Successor owner is also living - -------------------------------------------------------------------------------- Annuitant Owner is also dead Successor owner is living - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- IF THE DECEASED IS THE THEN - -------------------------------------------------------------------------------- Contract Owner The successor owner becomes the sole owner and annuitant and the contract and AXA Equitable Retirement Income for Life(SM) benefit continue. - -------------------------------------------------------------------------------- Contract Owner The successor owner becomes the sole owner and the con- tract and AXA Equitable Retirement Income for Life(SM) benefit continue. In both situations: o If withdrawals have been taken, the contract continues with the Joint life charge and with payments over the successor owner's life only. o If no withdrawals have been taken, the Applicable per- centage will be based on the age of the successor owner at the time of the first withdrawal (even if he/she had been the older spouse). Charges will be reduced to the Single life charge prospectively. - -------------------------------------------------------------------------------- Contract Owner The AXA Equitable Retirement Income for Life(SM) benefit terminates, and the death benefit is payable. The contract can be continued under the Beneficiary continuation option. - -------------------------------------------------------------------------------- Successor Owner o The AXA Equitable Retirement Income for Life(SM) benefit continues. o If withdrawals have been taken, the contract continues with the Joint life charge and with payments over the owner's life only. o If no withdrawals have been taken: o The owner may name a new spouse as successor owner; the Applicable percentage will be based on the age of the younger spouse at the time of the first withdrawal. o The owner may also choose to continue the contract as a Single life; the Single life charge will apply pro- spectively. The Applicable percentage will be based on the age of the owner at the time of the first with- drawal (even if the owner had been the older spouse). - -------------------------------------------------------------------------------- Annuitant The AXA Equitable Retirement Income for Life(SM) benefit continues, you become the annuitant and the contract con- tinues. - -------------------------------------------------------------------------------- Annuitant The successor owner becomes the sole owner and the annu- itant, and the contract and AXA Equitable Retirement Income for Life(SM) benefit continue. o If withdrawals have been taken, the contract continues with the Joint life charge and with payments over the successor owner's life only. o If no withdrawals have been taken, the Applicable per- centage will be based on the age of the successor owner at the time of the first withdrawal (even if he/she had been the older spouse). Charges will be reduced to the Single life charge prospectively. - -------------------------------------------------------------------------------- Effect of death 35 - -------------------------------------------------------------------------------- Joint life contracts:* - -------------------------------------------------------------------------------- IF THE DECEASED IS THE AND AND - -------------------------------------------------------------------------------- Annuitant Owner is non-natural Joint annuitant is living - -------------------------------------------------------------------------------- Both Joint Annuitants Owner is non-natural - -------------------------------------------------------------------------------- IF THE DECEASED IS THE THEN - -------------------------------------------------------------------------------- Annuitant The joint annuitant becomes the sole annuitant, and the contract and AXA Equitable Retirement Income for Life(SM) benefit continue. o If withdrawals have been taken, the contract continues with the Joint life charge and with payments over the remaining joint annuitant's life only. o If no withdrawals have been taken, the Applicable percentage will be based on the age of the surviving annuitant at the time of the first withdrawal (even if he/she had been the older spouse). Charges will be reduced to the Single life charge prospectively. - -------------------------------------------------------------------------------- Both Joint Annuitants The AXA Equitable Retirement Income for Life(SM) benefit terminates and the death benefit is payable. The contract can be continued under the Beneficiary continuation option. - -------------------------------------------------------------------------------- * If the successor owner or joint annuitant is no longer the spouse at the time of death, other rules may apply. See "Your beneficiary and pay ment of death benefit" later in this section. B. IF DEATH OCCURS AFTER ISSUANCE OF THE SUPPLEMENTARY LIFE ANNUITY CONTRACT As discussed under "Effect of your account value falling to zero" in "Contract features and benefits" earlier in this Prospectus, we will issue a supplementary life annuity contract if your account value falls to zero either due to a withdrawal or surrender that is not an Excess withdrawal or due to a deduction of charges. We will continue guaranteed payments; the owner of the AXA Equitable Retirement Income for Life(SM) contract becomes the owner and annuitant; and any successor owner becomes a joint annuitant. When the owner/annuitant (or if there are joint annuitants, the surviving annuitant) dies, all payments stop, and any remaining death benefit will be paid. - ------------------------------------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) Life Annuity -- Single life: - ------------------------------------------------------------------------------------------------------------- IF THE DECEASED IS THE AND AND THEN - ------------------------------------------------------------------------------------------------------------- Contract Owner/ The remaining death benefit, if any, will be paid to the ben- Annuitant eficiary in a lump sum and the contract ends. - ------------------------------------------------------------------------------------------------------------- Annuitant Owner is non-natural The remaining death benefit, if any, will be paid to the ben- eficiary in a lump sum and the contract ends. - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) Life Annuity -- Joint life: - ------------------------------------------------------------------------------------------------------------- IF THE DECEASED IS THE AND AND THEN - ------------------------------------------------------------------------------------------------------------- Contract Owner/ The joint annuitant is o The joint annuitant becomes the sole owner. Payments Annuitant living continue to the joint annuitant until his/her death. o If the joint annuitant dies, the remaining death benefit, if any, will be paid to the beneficiary in a lump sum and the contract ends. - ------------------------------------------------------------------------------------------------------------- Joint Annuitant The owner/annuitant is o The contract continues with payments made to the living owner/annuitant. o If the owner/annuitant dies, the remaining death benefit, if any, will be paid to the beneficiary in a lump sum and the contract ends. - ------------------------------------------------------------------------------------------------------------- 36 Effect of death - ---------------------------------------------------------------------------------------------------------------- AXA Equitable Retirement Income for Life(SM) Life Annuity -- Joint life: - ---------------------------------------------------------------------------------------------------------------- Annuitant Owner is non-natural Joint annuitant is living o The joint annuitant becomes the sole annuitant and payments continue to the non-natural owner until the surviving joint annuitant's death. o If the joint annuitantdies, the remaining death benefit, if any, will be paid to the beneficiary in a lump sum and the contract ends. - ----------------------------------------------------------------------------------------------------------------- C. IF YOU HAVE ELECTED AN ANNUITIZATION OPTION AND DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE: o The terms of the elected annuitization option supplementary contract will be followed. Effect of death 37 YOUR BENEFICIARY AND PAYMENT OF DEATH BENEFIT You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time. The change will be effective on the date the written request for the change is received in our processing office. We are not responsible for any beneficiary change request that we do not receive. We will send you a written confirmation when we receive your request. Where an IRA contract is owned in a custodial individual retirement account, the custodian must be the beneficiary so that the custodian can reinvest or distribute the death benefit as the beneficiary of the account desires. The death benefit is equal to your account value or, if greater, the Guaranteed minimum death benefit. We determine the amount of the applicable death benefit as of the date we receive satisfactory proof of the owner's, successor owner's, annuitant's and/or joint annuitant's death (as applicable), any required instructions for the method of payment, forms necessary to effect payment and any other information we may require. See the chart above in this section for more information. We will pay the death benefit to the beneficiary in the form of the annuitization option you have chosen. If you have not chosen an annuitization option as of the time the death benefit becomes payable, the beneficiary will receive the death benefit in a single sum. Payment of the death benefit in a single sum terminates all rights and any applicable guarantees under the contract, including the AXA Equitable Retirement Income for Life(SM) benefit. Subject to any exceptions in the contract, our rules and any applicable requirements under federal income tax rules, the beneficiary may elect to apply the death benefit to one or more annuitization options we offer at the time. See "Your annuitization options" in "Accessing your money" earlier in this Prospectus. Please note that any annuitization option chosen may not extend beyond the life expectancy of the beneficiary. The Beneficiary continuation option may also be available. Federal income tax rules generally require payment of amounts under a non-qualified (NQ) annuity contract upon the death of the owner. If the owner's surviving spouse is the individual designated to receive any such payments, no payments are required to be made until after the surviving spouse's death. See discussion of "Successor owner and annuitant" below. If the person designated to receive payments under the contract upon the owner's death is not the surviving spouse, then the federal income tax rules generally require payments of amounts under the contract to be made within five years of the owner's death. A five year delay is unavailable unless the beneficiary elects the Beneficiary continuation option. In certain cases, an individual beneficiary may opt to receive payments over his/her life (or over a period not in excess of his/her life expectancy) if payments commence within one year of the owner's death. See discussion of the "Beneficiary continuation option" below. SUCCESSOR OWNER AND ANNUITANT If you are both the contract owner and the annuitant, and your spouse is the sole primary beneficiary, then your spouse may elect to receive the death benefit or continue the contract as successor owner/annuitant and the AXA Equitable Retirement Income for Life(SM) benefit terminates. The successor owner/annuitant must be 85 or younger as of the date of the your death. If your surviving spouse decides to continue the contract, then as of the date we receive satisfactory proof of your death, any required instructions, information and forms necessary to effect the successor owner/annuitant feature, we will increase the account value to equal your Guaranteed minimum death benefit if such death benefit is greater than such account value. The increase in the account value will be allocated to the investment options according to the allocation percentages we have on file for your contract. Thereafter, withdrawal charges will no longer apply to contributions made before your death. No additional contributions will be permitted. The Guaranteed minimum death benefit that was in effect at your death will continue. Where an NQ contract is owned by a Living Trust, as defined in the contract, and at the time of the annuitant's death the annuitant's spouse is the sole beneficiary of the Living Trust, the Trustee, as owner of the contract, may request that the spouse be substituted as annuitant as of the date of the annuitant's death. No further change of annuitant will be permitted. Where an IRA contract is owned in a custodial individual retirement account, and your spouse is the sole beneficiary of the account, the custodian may request that the spouse be substituted as annuitant after your death. BENEFICIARY CONTINUATION OPTION This feature permits a designated individual, on the contract owner's death, to maintain a contract in the deceased contract owner's name and receive distributions under the contract, instead of receiving the death benefit in a single sum. If the designated individual exercises this option, the AXA Equitable Retirement Income for Life(SM) benefit terminates, and the charge is discontinued. This feature is not available after a supplementary contract has been issued. Under a Joint life contract (not available as a QP or TSA contract), this feature is only available after the death of both the owner and the successor owner. We make this option available to beneficiaries under traditional IRA, Roth IRA and NQ contracts, subject to state availability. Please speak with your financial professional or see Appendix IV later in this Prospectus for further information. Where an IRA contract is owned in a custodial individual retirement account, the custodian may reinvest the death benefit in an individual retirement annuity contract, using the account beneficiary as the annuitant. Please speak with your financial professional for further information. BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY. The beneficiary continuation option must be elected by September 30th of the year following the calendar year of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy (determined in the calendar year after your death and determined on a term certain basis). These payments must begin no later than December 31st of the calendar year after the 38 Effect of death year of your death. For sole spousal beneficiaries, payments may begin by December 31st of the calendar year in which you would have reached age 70-1/2, if such time is later. For traditional IRA contracts only, if you die before your Required Beginning Date for Required Minimum Distributions, as discussed later in this Prospectus in "Tax information" under "Individual retirement arrangements (IRAs)," the beneficiary may choose the "5-year rule" option instead of annual payments over life expectancy. The 5-year rule is always available to beneficiaries under Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by December 31st of the calendar year which contains the fifth anniversary of your death. Under the beneficiary continuation option for IRA and Roth IRA contracts: o The contract continues in your name for the benefit of your beneficiary. o This feature is only available if the beneficiary is an individual. Certain trusts with only individual beneficiaries will be treated as individuals for this purpose. o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the account value to equal the applicable death benefit if such death benefit is greater than such account value. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the beneficiary's own life expectancy, if payments over life expectancy are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o The AXA Equitable Retirement Income for Life(SM) benefit will no longer be in effect and charges for the benefit will stop. Also, the Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawal must be at least $300. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking required minimum distributions based on the remaining life expectancy of the deceased beneficiary or to receive any remaining interest in the contract in a lump sum. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known as Inherited annuity, must be elected within nine months following the date of your death and before any other inconsistent election is made. Beneficiaries who do not make a timely election will not be eligible for this option. Generally, payments will be made once a year to the beneficiary over the beneficiary's life expectancy, determined on a term certain basis and in the year payments start. These payments must begin no later than one year after the date of your death and are referred to as "scheduled payments." The beneficiary may choose the "5-year rule" instead of scheduled payments over life expectancy. If the beneficiary chooses the 5-year rule, there will be no scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals as desired, but the entire account value must be fully withdrawn by the fifth anniversary of your death. Under the beneficiary continuation option for NQ contracts (regardless of whether the owner and annuitant are the same person): o This feature is only available if the beneficiary is an individual. It is not available for any entity such as a trust, even if all of the beneficiaries of the trust are individuals. o The contract continues in your name for the benefit of your beneficiary. o As of the date we receive satisfactory proof of death, any required instructions, information and forms necessary to effect the Beneficiary continuation option feature, we will increase the annuity account value to equal the applicable death benefit if such death benefit is greater than such account value. o If there is more than one beneficiary, each beneficiary's share will be separately accounted for. It will be distributed over the respective beneficiary's own life expectancy, if scheduled payments are chosen. o The minimum amount that is required in order to elect the beneficiary continuation option is $5,000 for each beneficiary. o The beneficiary may make transfers among the investment options but no additional contributions will be permitted. o The AXA Equitable Retirement Income for Life(SM) benefit will no longer be in effect and the charge for the benefit will stop. Also, the Guaranteed minimum death benefit feature will no longer be in effect. o The beneficiary may choose at any time to withdraw all or a portion of the account value and no withdrawal charges, if any, will apply. o Any partial withdrawals must be at least $300. o If the beneficiary chooses the "5-year rule," withdrawals may be made at any time. If the beneficiary instead chooses scheduled payments, the beneficiary must also choose between two potential withdrawal options at the time of election. If the beneficiary chooses "Withdrawal Option 1", the beneficiary cannot later withdraw funds in addition to the scheduled payments the beneficiary is receiving; "Withdrawal Option 1" permits total surrender only. "Withdrawal Option 2" permits the beneficiary to take withdrawals, in addition to scheduled payments, at any time. However, the scheduled payments under "Withdrawal Option 1" are afforded favorable Effect of death 39 tax treatment as "annuity payments." See "Taxation of nonqualified annuities" in "Tax Information" later in this Prospectus. o Your beneficiary will have the right to name a beneficiary to receive any remaining interest in the contract on the beneficiary's death. o Upon the death of your beneficiary, the beneficiary he or she has named has the option to either continue taking scheduled payments based on the remaining life expectancy of the deceased beneficiary (if scheduled payments were chosen) or to receive any remaining interest in the contract in a lump sum. We will pay any remaining interest in the contract in a lump sum if your beneficiary elects the 5-year rule. The option elected will be processed when we receive satisfactory proof of death, any required instructions for the method of payment and any required information and forms necessary to effect payment. If the owner and annuitant are not the same person: o The beneficiary automatically becomes the new annuitant of the contract, replacing the existing annuitant. 40 Effect of death 7. Tax information - -------------------------------------------------------------------------------- OVERVIEW In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to AXA Equitable Retirement Income for Life(SM) contracts owned by United States individual taxpayers. The tax rules can differ, depending on the type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. Therefore, we discuss the tax aspects of each type of contract separately. Federal income tax rules include the United States laws in the Internal Revenue Code, and Treasury Department Regulations and Internal Revenue Service ("IRS") interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict, what, if any, legislation will actually be proposed or enacted. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person's contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate, or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase. BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT Generally, there are two types of funding vehicles that are available for Individual Retirement Arrangements ("IRAs") and Code Section 403(b) Arrangements ("TSAs"), respectively: an IRA or 403(b) annuity contract such as this one, or an IRA or 403(b)(7) custodial or other qualified account. Annuity contracts can also be purchased in connection with retirement plans qualified under Code Section 401 ("QP contracts"). How these arrangements work, including special rules applicable to each, are described in the specific sections for each type of arrangement, below. You should be aware that the funding vehicle for a qualified arrangement does not provide any tax deferral benefit beyond that already provided by the Code for all permissible funding vehicles. Before choosing an annuity contract, therefore, you should consider the annuity's features and benefits, such as the death benefit, the AXA Equitable Retirement Income for Life(SM) benefit, its selection of variable investment options, and its choices of annuitization options, as well as the features and benefits of other permissible funding vehicles and the relative costs of annuities and other arrangements. You should be aware that cost may vary depending on the features and benefits made available and the charges and expenses of the variable investment options that you elect. Beginning in 2006, certain provisions of the Treasury Regulations on required minimum distributions concerning the actuarial present value of additional contract benefits could increase the amount required to be distributed from annuity contracts funding qualified plans, TSAs and IRAs. You should consider the potential implication of these Regulations before you purchase this annuity contract. See also Appendix II at the end of this Prospectus for a discussion of QP contracts. TRANSFERS AMONG INVESTMENT OPTIONS You can make transfers among investment options inside the contract without triggering taxable income. TAXATION OF PAYMENTS FROM NQ CONTRACTS CONTRIBUTIONS You may not deduct the amount of your contributions to a nonqualified annuity contract. CONTRACT EARNINGS Generally, you are not taxed on contract earnings until you receive a distribution from your contract. However, earnings are taxable, even without a distribution: o if a contract fails investment diversification requirements as specified in federal income tax rules (these rules are based on or are similar to those specified for mutual funds under the securities laws); o if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse); o if you use a contract as security for a loan (in this case, the amount pledged will be treated as a distribution); and o if the owner is other than an individual (such as a corporation, partnership, trust, or other non-natural person). This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. This provision does not apply to a trust which is a mere agent or nominee for an individual, such as a grantor trust. All nonqualified deferred annuity contracts that AXA Equitable and its affiliates issue to you during the same calendar year are linked together and treated as one contract for calculating the taxable amount of any distribution from any of those contracts. TAXATION OF LIFETIME WITHDRAWALS We treat Guaranteed annual payments and other withdrawals as non-annuity payments for income tax purposes. These withdrawals are Tax information 41 taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable. It reduces the investment in the contract. ANNUITY PAYMENTS Guaranteed annual payments that are continued after your account value goes to zero under a supplementary life annuity contract, as discussed under "AXA Equitable Retirement Income for Life(SM) benefit" in "Contract features and benefits" earlier in this Prospectus, as well as annuitization payments that are based on the annuitant's life or life expectancy, are considered annuity payments for tax purposes. Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get back the remaining portion without paying taxes on it. This is your unrecovered investment in the contract. For fixed annuity payments, the tax-free portion of each payment is determined by (1) dividing your unrecovered investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment. For variable annuity payments, your tax-free portion of each payment is your investment in the contract divided by the number of expected payments. Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract. CONTRACTS PURCHASED THROUGH EXCHANGES You may purchase your NQ contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if: o the contract that is the source of the funds you are using to purchase the NQ contract is another nonqualified deferred annuity contract or life insurance or endowment contract. o the owner and the annuitant are the same under the source contract and the AXA Equitable Retirement Income for Life(SM) NQ contract. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction. Section 1035 exchanges are generally not available after the death of the owner (or the annuitant in a non-natural owner contract). If you have a jointly owned contract which is a source contract, you must designate one spouse as owner and the other spouse as the successor owner of the AXA Equitable Retirement Income for Life(SM) contract. The tax basis, also referred to as your investment in the contract, of the source contract carries over to the AXA Equitable Retirement Income for Life(SM) NQ contract. An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to a different insurer to purchase a new nonqualified deferred annuity contract on a tax-deferred basis. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of an exchange. SURRENDERS If you surrender or cancel the contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract. A surrender will terminate or alter the AXA Equitable Retirement Income for Life(SM) benefit. DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH For the rules applicable to death benefits, see "Effect of death" earlier in this Prospectus. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract. BENEFICIARY CONTINUATION OPTION We have received a private letter ruling from the IRS regarding certain tax consequences of scheduled payments under a different NQ contract for a beneficiary continuation option for NQ contracts. See the discussion "Beneficiary continuation option for NQ Contracts only" in "Effect of death" earlier in this Prospectus. Among other things, the IRS rules that: o scheduled payments under a beneficiary continuation option for NQ contracts satisfy the death of owner rules of Section 72(s)(2) of the Code, regardless of whether the beneficiary elects "Withdrawal Option 1" or "Withdrawal Option 2"; o scheduled payments, any additional withdrawals under "Withdrawal Option 2", or contract surrenders under "Withdrawal Option 1" will only be taxable to the beneficiary when amounts are actually paid, regardless of the "Withdrawal Option" selected by the beneficiary; o a beneficiary who irrevocably elects scheduled payments with "Withdrawal Option 1" will receive "excludable amount" tax treatment on scheduled payments. See "Annuity payments" earlier in this section. If the beneficiary elects to surrender the contract before all scheduled payments are paid, the amount received upon surrender is a non-annuity payment taxable to the extent it exceeds any remaining investment in the contract. The ruling specifically does not address the taxation of any payments received by a beneficiary electing "Withdrawal Option 2" (whether scheduled payments or any withdrawal that might be taken). The tax treatment of a withdrawal after the death of the owner taken as a single sum or taken as withdrawals under the 5-year rule is generally the same as the tax treatment of a withdrawal from or surrender of your contract. 42 Tax information EARLY DISTRIBUTION PENALTY TAX If you take distributions before you are age 59-1/2, a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. Some of the available exceptions to the pre-age 59-1/2 penalty tax include distributions made: o on or after your death; or o because you are disabled (special federal income tax definition); or o in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancy) of you and a beneficiary, in accordance with IRS formulas. We do not anticipate that Guaranteed annual payments made under the AXA Equitable Retirement Income for Life(SM) benefit's Maximum or Customized payment plan or taken as lump sums will qualify for this exception if made before age 59-1/2. INVESTOR CONTROL ISSUES Under certain circumstances, the IRS has stated that you could be treated as the owner (for tax purposes) of the assets of Separate Account 49. If you were treated as the owner, you would be taxable on income and gains attributable to the shares of the underlying portfolios. The circumstances that would lead to this tax treatment would be that, in the opinion of the IRS, you could control the underlying investment of Separate Account 49. The IRS has said that the owners of variable annuities will not be treated as owning the separate account assets provided the underlying portfolios are restricted to variable life and annuity assets. The variable annuity owners must have the right only to choose among the portfolios, and must have no right to direct the particular investment decisions within the portfolios. Although we believe that, under current IRS guidance, you would not be treated as the owner of the assets of Separate Account 49, the IRS could reverse its current guidance at any time. We reserve the right to modify your contract as necessary to prevent you from being treated as the owner of the assets of Separate Account 49. SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The calculation of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. t